Common use of PRELIMINARY STATEMENT Clause in Contracts

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each Certificate, other than the Class E, Class P or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, and REMIC III for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans, the Subsequent Loans and certain other assets. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the other property constituting owner of the Trust FundCertificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Master Servicer, the Securities Administrator and the Master Servicer Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinThe Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated May 19, 2006, a Free Writing Prospectus dated June 21, 2006 and a Prospectus Supplement, dated June 29, 2006 of the Depositor (together, the “Prospectus”). The Trust Fund created hereunder is intended to be the “Trust” as described in the Prospectus and the Certificates are intended to be the “Certificates” described therein. The Trustee shall elect that the Trust Fund (exclusive each of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, REMIC III and REMIC IIIIV be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Loans, respectively). Each Certificate, the accounts (other than the Class ECapitalized Interest Account, Class P or Class R Certificatethe Pre-Funding Account, represents ownership the Reserve Fund, the Cap Agreement, the Swap Agreement and the Supplemental Interest Account), any REO Property, and any proceeds of one or more regular interests in the foregoing. The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III for purposes Regular Interests shall constitute the assets of REMIC IV (the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder“Master REMIC”). The Class R Certificate represents shall represent ownership of the sole class of residual interest in each REMIC I, REMIC II, and REMIC III for formed hereby. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the REMIC Provisions. REMIC I “latest possible maturity date” for each regular interest created hereby shall hold as assets all property be the 36 month following the latest maturity date of any Loan held in the Trust Fund other than on the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:Closing Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates, the Basis Risk Reserve Fund and the Supplemental Interest Trust (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, II and REMIC IIIIII (the “Upper Tier REMIC”), respectively). Each Certificate, other than the Class EP, Class P X, Class LT-R or Class R CertificateCertificate and, in the case of the Class 1-A1 Certificates, exclusive of the right to receive amounts from the Basis Risk Reserve Fund, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class X Certificates represent beneficial ownership of the Basis Risk Reserve Fund and Supplemental Interest Trust as described in note 11 of the table below for the Upper Tier REMIC, but do not represent an interest in any REMIC created hereunder. In addition, the Class 1-A1 Certificates represent the right to receive payments in respect of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.07. The Class LT-R Certificate represents ownership of the sole class of residual interest in REMIC I, I for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in REMIC II and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC II, other than the Class R-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC III II for purposes of the REMIC Provisions. REMIC I II shall hold as its assets all property the several Classes of the Trust Fund other than the uncertificated Lower Tier Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P CertificateI, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each each such REMIC I Interest, other than the Class R-1 Interest, Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC I, REMIC II and the Excluded Trust Assets. The following table specifies the Class designation, interest rate, and principal amount startup day for each Class REMIC created hereby for purposes of the REMIC I Interests:Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being Trust Fund that is hereby conveyed by it to the Trustee in return for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable excluding the Carryover Reserve Fund, the assets held in the Pre-Funding Account and the Capitalized Interest Account and the Trust Fund’s rights with respect of to payments received under the Class E and Class P CertificatesCorridor Contracts) be treated for federal income tax purposes as comprising will consist of three real estate mortgage investment conduits REMICs (each a the “Swap-IO REMIC,” the “Strip REMIC” or, in and the alternative, REMIC I, REMIC II, and REMIC III, respectively“Master REMIC”). Each Certificate, other than the Class E, Class P or Class A-R Certificate, represents will represent ownership of one or more regular interests in the Master REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class A-R Certificate represents ownership of the sole class of residual interest in the Swap-IO REMIC, the Strip REMIC I, and the Master REMIC. The Master REMIC II, and will hold as assets the several classes of uncertificated Strip REMIC III for purposes Interests (other than the STR-A-R Interest). Each Strip REMIC Interest (other than the STR-A-R Interest) is hereby designated as a regular interest in the Strip REMIC. The Strip REMIC will hold as assets the several classes of uncertificated Swap-IO REMIC Interests (other than the SWR-A-R Interest). Each Swap-IO REMIC ProvisionsInterest (other than the SWR-A-R Interest) is hereby designated as a regular interest in the Swap-IO REMIC. The Swap-IO REMIC I shall will hold as assets all property of the Trust Fund other than (excluding the Interests in REMIC I and REMIC IICarryover Reserve Fund, the Class P Distributable Amount, which is beneficially owned by assets held in the holder Pre-Funding Account and the Capitalized Interest Account and the Trust Fund’s rights with respect to payments received under the Corridor Contracts). The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. None of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I REMICs described herein shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular hold any interest in REMIC I. The following table specifies the Class designationSwap Trust, interest rateSwap Contract, and principal amount for each Class of REMIC I Interests:Swap Account or Final Maturity Reserve Trust.

PRELIMINARY STATEMENT. The On the Closing Date, the Depositor has acquired will acquire the Mortgage Loans from Bear ▇▇▇▇▇▇▇ Brothers Holdings Inc. Commercial Mortgage, Inc., as seller (the “Seller”"BSCMI"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc., as seller ("MSMC"), ▇▇▇▇▇ Fargo Bank, National Association, as seller ("▇▇▇▇▇ Fargo") and at the Closing Date is Principal Commercial Funding, LLC, as seller ("Principal"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Depositor will acquire (i) the REMIC I Regular Interests and the Class R-I Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and the Class R-II Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust Fundand (iii) the REMIC III Certificates (other than the portion of the Class P Certificates representing the right to receive Excess Interest) as consideration for its transfer of the REMIC II Regular Interests to the Trust and the portion of the Class P Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such right. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to foregoing and the Trustee issuance of (A) the REMIC I Regular Interests and the Class R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and the Class R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II and (C) the REMIC III Certificates representing in the aggregate the entire beneficial ownership of REMIC III and, in the case of the Class P Certificates, the Class P Grantor Trust. Excess Interest received on the Mortgage Loans and shall be held in the other property constituting Class P Grantor Trust for the Trust Fundbenefit of the Class P Certificates. All covenants and agreements made by the Depositor, the Master Servicer Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesREMIC I Regular Interests, the REMIC II Regular Interests, the Residual Certificates and the REMIC Regular Certificates (including the Class P Certificates to the extent of their interest in any Excess Interest). The Depositor and the Master Servicer parties hereto are entering into this Agreement, and the Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinThe Class A Senior, Class A-J, Class B, Class C, Class D and Class X-2 Certificates will be offered for sale pursuant to the prospectus (the "Prospectus") dated August 2, 2004, as supplemented by the preliminary prospectus supplement dated January 6, 2005 (together with the Prospectus, the Trustee shall elect that "Preliminary Prospectus Supplement"), and as further supplemented by the Trust Fund final prospectus supplement dated January 20, 2005 (exclusive of amounts payable in respect of together with the Prospectus, the "Final Prospectus Supplement"), and the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” orX-1, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each Certificate, other than the Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class P or Class R CertificateCertificates will be offered for sale pursuant to a Private Placement Memorandum dated January 20, represents ownership of one or more regular interests in 2005. REMIC III for purposes I Each REMIC I Regular Interest (a "Corresponding REMIC I Regular Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I Regular Interest will have a pass-through rate equal to the REMIC I Net Mortgage Rate of the related Mortgage Loan, an initial principal amount (the initial "Certificate Balance") equal to the Scheduled Principal Balance as of the Cut-Off Date of the Mortgage Loan to which the Corresponding REMIC ProvisionsI Regular Interest relates, and a "latest possible maturity date" set to the Maturity Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates. The Class P and Class E Certificates R-I Certificate will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of be designated as the sole class Class of residual interest in REMIC I, REMIC II, and REMIC III for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests interests in REMIC I and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC III after all Classes of REMIC I Regular Interests have been paid in full. REMIC II The REMIC II Regular Interests have the pass-through rates and Certificate Balances set forth in the definition thereof. The Class R-II Certificates will be designated as the sole Class of residual interests in REMIC II and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC II after all Classes of REMIC II Regular Interests have been paid in full. The following table sets forth the Class or Component designation, the Class P Distributable Amountcorresponding REMIC II Regular Interest (the "CORRESPONDING REMIC II REGULAR INTEREST"), which is beneficially owned by the holder Corresponding Components of the Class P Certificate, X-1 or Class X-2 Certificates and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount initial Certificate Balance for each Class of Principal Balance Certificates (the "CORRESPONDING CERTIFICATES"). CORRESPONDING CORRESPONDING REMIC I Interests:INITIAL REMIC II COMPONENTS OF CLASS CORRESPONDING INITIAL CLASS II REGULAR REGULAR INTEREST X-1 OR CLASS X-2 CERTIFICATES CERTIFICATE BALANCE INTERESTS (1) CERTIFICATE BALANCE CERTIFICATES (1) ----------------------- ------------------- ------------------- ------------------- ------------------- Class A-1 $14,400,000 A-1A $6,489,000 A-1A A-1B $7,911,000 A-1B Class A-2 $23,000,000 A-2A $11,760,000 A-2A A-2B $11,240,000 A-2B Class A-3 $56,800,000 A-3A $11,224,000 A-3A A-3B $22,084,000 A-3B A-3C $21,559,000 A-3C A-3D $1,933,000 A-3D Class A-4 $85,600,000 A-4A $19,093,000 A-4A A-4B $20,417,000 A-4B A-4C $25,900,000 A-4C A-4D $20,190,000 A-4D Class A-AB $58,200,000 A-ABA $32,528,000 A-ABA A-ABB $17,993,000 A-ABB A-ABC $7,679,000 A-ABC Class A-5 $576,041,000 A-5A $9,735,000 A-5A A-5B $26,726,000 A-5B A-5C $61,364,000 A-5C A-5D $14,850,000 A-5D A-5E $14,420,000 A-5E A-5F $448,946,000 A-5F Class A-J $74,784,000 ▇-▇▇ $▇,▇▇▇,▇▇▇ ▇-▇▇ A-JB $6,433,000 A-JB A-JC $5,878,000 A-JC A-JD $5,650,000 A-JD A-JE $54,406,000 A-JE Class B $20,841,000 B-1 $1,616,000 B-1 B-2 $7,487,000 B-2 B-3 $7,218,000 B-3 B-4 $4,520,000 B-4 Class C $7,356,000 C-1 $833,000 C-1 C-2 $6,523,000 C-2 Class D $11,034,000 D-1 $3,373,000 ▇-▇ ▇-▇ $7,661,000 D-2 CORRESPONDING CORRESPONDING REMIC INITIAL REMIC II COMPONENTS OF CLASS CORRESPONDING INITIAL CLASS II REGULAR REGULAR INTEREST X-1 OR CLASS X-2 CERTIFICATES CERTIFICATE BALANCE INTERESTS (1) CERTIFICATE BALANCE CERTIFICATES (1) ----------------------- ------------------- ------------------- ------------------- ------------------- Class E $9,808,000 E-1 $4,364,000 E-1 E-2 $5,444,000 E-2 Class F $6,129,000 F-1 $1,357,000 F-1 F-2 $4,772,000 F-2 Class G $7,356,000 G $7,356,000 G Class H $7,356,000 H-1 $6,604,000 H-1 H-2 $752,000 H-2 Class J $2,452,000 J $2,452,000 J Class K $3,678,000 K-1 $2,934,000 K-1 K-2 $744,000 K-2 Class L $3,678,000 L $3,678,000 L Class M $1,226,000 M $1,226,000 M Class N $1,226,000 N $1,226,000 N Class O $2,452,000 O $2,452,000 O Class P $7,355,819 P $7,355,819 P

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) Seller and at the Closing Date is the owner of the Mortgage Loans and the other related property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans Loans, and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other related property constituting the Trust Fund. All covenants and agreements made by the DepositorSeller in the Mortgage Loan Purchase and Sale Agreement, the Master Servicer Servicing Agreement and in this Agreement and by the Depositor and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three two real estate mortgage investment conduits (each each, a “REMIC” or, in the alternative, REMIC I, REMIC II, the “Lower-Tier REMIC” and REMIC III, the “Upper-Tier REMIC,” respectively). Each Certificate, other than the Class E, R Certificate and the Class P or Class LT-R Certificate, represents ownership of one or more is hereby designated as a regular interests in REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests interest in the Trust Fund but are not interests in any REMIC created hereunderUpper-Tier REMIC, as described herein. The Class R Certificate represents and is hereby designated as the sole class of residual interest in the Upper-Tier REMIC. The Class LT-R Certificate evidences ownership of the sole class of residual interest in the Lower-Tier REMIC I, (the “LT-R Interest”). The Lower-Tier REMIC II, and REMIC III for purposes of the REMIC Provisions. REMIC I shall hold as its assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I InterestFund, other than the Class R-1 Interest, interests in any REMIC formed hereby. Each Lower-Tier Interest other than the LT-R Interest shall be uncertificated and is hereby designated as a regular interest in the Lower-Tier REMIC I. and the LT-R Interest is hereby designated as the sole Class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC shall hold as its assets the Lower-Tier Interests other than the LT-R Interest. The following table specifies sets forth (or describes) the Class designation, interest rate, and principal amount initial Class Principal Amount for each Class of REMIC I Lower-Tier Interests:: LT-A1 (1) (3) A-1, R, A-IO LT-B1 (2) (3) 1-B1 LT-B2 (2) (3) 1-B2 LT-B3 (2) (3) 1-B3 LT-B4 (2) (3) 1-B4 LT-R (4) (1) $50 N/A LT-RR (1) $50 R

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being Trust Fund that is hereby conveyed by it to the Trustee in return for inclusion in the Trust FundCertificates. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the The Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance is being conveyed to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are create a trust for the benefit of the Holders from time to time of the Certificates. The Depositor Certificateholders and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledgedCertificate Insurer. As provided herein, the Trustee an election shall elect be made that the Trust Fund (exclusive of amounts payable in respect of (i) the Class E Cap Contracts, (ii) the right to receive and Class P Certificatesthe obligation to pay Net WAC Rate Carryover Amounts and (iii) the Net WAC Rate Carryover Reserve Account (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising three two real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, alternative the “Subsidiary REMIC” and the “Master REMIC”). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC I, REMIC II, and REMIC III, respectively)elections. Each Certificate, other than the Class E, A-UR and Class P or Class R CertificateA-LR Certificates, represents ownership of one or more a regular interests interest in the Master REMIC III for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class A-LR, Class A-UR, Class CE and Class P Certificates, represents the right to receive payments with respect to any Net WAC Rate Carryover Amounts. The Class A-LR Certificate represents ownership of the sole Class of residual interest in the Subsidiary REMIC and the Class A-UR Certificate represents ownership of the sole Class of residual interest in the Master REMIC for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent Master REMIC shall hold as its assets the uncertificated interests in the Trust Fund but are not interests Subsidiary REMIC, other than the LT-R interest, and each such interest is hereby designated as a regular interest in any REMIC created hereunderthe Subsidiary REMIC. The Class R Certificate represents ownership of the sole class of residual interest in Subsidiary REMIC I, REMIC II, and REMIC III for purposes of the REMIC Provisions. REMIC I shall hold as its assets all the property of the Trust Fund other than the Interests interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P CertificateSubsidiary REMIC, and the Class E Distributable Amount, which is beneficially owned by the holder Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the Class E CertificateREMIC Provisions is the Closing Date. In addition, for purposes of the REMIC I shall issue Provisions, the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a latest possible maturity date for each regular interest in each REMIC I. The following table specifies created hereby is the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner Securities Administrator on behalf of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that five segregated asset pools within the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits five REMICs (each a “"REMIC” " or, in the alternative, REMIC I, REMIC II, REMIC III, REMIC IV and REMIC IIIV, respectively). Each CertificateClass of Certificates, other than the Class E, Class P or and Class R CertificateCertificates and other than the right of each Class of LIBOR Certificates to receive Basis Risk Carry Forward Amounts and the right of the Class X Certificates to receive payments from the Interest Rate Swap Agreement and the Pre-Funding Reserve Account, represents ownership of one or more regular interests in REMIC III V for purposes of the REMIC Provisions. Additionally, the Class X Certificates represent the obligation to make certain payments of Basis Risk Carry Forward Amounts to Holders of LIBOR Certificates, and the LIBOR Certificates represent the obligation to make certain payments to the Class X Certificateholder to the extent that the interest accrued on its corresponding REMIC V Regular Interest is in excess of the interest accrued on such LIBOR Certificate. The Class P and Class E Certificates will represent interests in beneficial ownership of the Prepayment Charges, which portion of the Trust Fund but shall be treated as a grantor trust. The Class I Interests are not interests uncertificated REMIC V Regular Interests and are designed to fund net swap payments, in any REMIC created hereunderfull or in part, on the Interest Rate Swap Agreement. The Class R Certificate represents ownership of the sole class of residual interest in each of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC III V for purposes of the REMIC Provisions. The Class R-V, Class R-IV, Class R-III, Class R-II and Class R-I Interests comprise the Class R Certificate. The Startup Day for each REMIC I described herein is the Closing Date. The latest possible maturity date for each regular interest is the date referenced for such regular interest in this preliminary statement. REMIC V shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out belowIV Regular Interests. Each such REMIC I Interest, other than the Class R-1 Interest, IV Regular Interest is hereby designated as a regular interest in REMIC I. IV. The following table specifies the Class designationIV-A-1, interest rateClass IV-A-2, Class IV-A-3, Class IV-A-4, Class IV-M-1, Class IV-M-2, Class IV-M-3, Class IV-M-4, Class IV-M-5, Class IV-M-6, Class IV-B-1, Class IV-B-2, Class IV-B-3, and principal amount for each Class of IV-B-4 Interests are hereby designated the REMIC I Interests:IV Accretion Directed Classes.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being Trust Fund that is hereby conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide return for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall will elect that the Trust Fund (exclusive of amounts payable in respect of other than the Class E Supplemental Loan Account, the Capitalized Interest Account, the Corridor Contracts and Class P Certificatesthe Corridor Contract Reserve Fund) be treated for federal income tax purposes as comprising three two real estate mortgage investment conduits (each a “"REMIC” or, ," or in the alternative, the "Master REMIC" and the "Subsidiary REMIC," respectively). The Master REMIC I, will hold as assets the several classes of uncertificated Subsidiary REMIC II, and REMIC III, respectivelyInterests (other than the Class SR-A-R Interest). Each Certificate, other than the Class E, Class P or Class A-R Certificate, represents will represent ownership of one or more REMIC regular interests in REMIC III for purposes of the REMIC ProvisionsMaster REMIC. The Class P and Class E Certificates A-R Certificate will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of REMIC residual interest in REMIC I, REMIC II, and REMIC III for purposes each of the Subsidiary REMIC Provisionsand the Master REMIC. The Subsidiary REMIC I shall will hold as assets all property the assets of the Trust Fund (other than the Interests in REMIC I Supplemental Loan Account and REMIC IIthe Capitalized Interest Account, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, Corridor Contracts and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E CertificateCorridor Contract Reserve Fund). The uncertificated Subsidiary REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, (other than the Class R-1 SR-A-R Interest, is hereby ) are designated as a REMIC regular interests in the Subsidiary REMIC. The SR-A-R Subsidiary REMIC Interest is designated as the sole Class of REMIC residual interest in the Subsidiary REMIC. The "latest possible maturity date," for federal income tax purposes, of all REMIC I. regular interests created hereby will be the Latest Possible Maturity Date. The following table specifies sets forth characteristics of the Class designationCertificates, interest rate, together with the minimum denominations and principal amount for integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class of REMIC I Interests:Certificates may be issued in a different amount and, in addition, one Residual Certificate representing the Tax Matters Person Certificate may be issued in a different amount): ================================================================================================================== Pass-Through Initial Class Rate Integral Multiples Class Designation Certificate Balance (per annum) Minimum Denomination in Excess of Minimum ------------------------------------------------------------------------------------------------------------------ Class 1-A-1 $ 35,000,000.00 (1) $25,000.00 $1,000.00 Class 1-A-2 (2) (3) $25,000.00(4) $1,000.00(4) Class 1-A-3 $ 20,000,000.00 5.15% $1,000.00 $1,000.00 Class 1-A-4 $ 35,482,000.00 5.50% $25,000.00 $1,000.00 Class 1-A-5 (5) 5.50% $25,000.00(4) $1,000.00(4) Class 1-A-6 $ 102,430,000.00 5.50% $25,000.00 $1,000.00 Class 1-A-7 $ 71,700,000.00 5.50% $1,000.00 $1,000.00 Class 1-A-8 $ 5,573,000.00 5.50% $25,000.00 $1,000.00 Class 1-A-9 $ 6,730,000.00 5.50% $25,000.00 $1,000.00 Class 1-A-10 $ 85,000,000.00 (6) $25,000.00 $1,000.00 Class 1-A-11 $ 35,000,000.00 (7) $25,000.00 $1,000.00 Class 1-A-12 (8) (9) $25,000.00(4) $1,000.00(4) Class 1-A-13 $ 4,678,000.00 5.50% $25,000.00 $1,000.00 Class PO $ 1,513,491.00 (10) $25,000.00 $1,000.00 Class A-R(11) $100.00 5.50% (12) (12) Class M $ 8,210,400.00 5.50% $25,000.00 $1,000.00 Class B-1 $ 3,368,000.00 5.50% $25,000.00 $1,000.00 Class B-2 $ 2,105,000.00 5.50% $25,000.00 $1,000.00 Class B-3 $ 1,894,500.00 5.50% $100,000.00 $1,000.00 Class B-4 $ 1,473,500.00 5.50% $100,000.00 $1,000.00 Class B-5 $ 842,008.26 5.50% $100,000.00 $1,000.00 ==================================================================================================================

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. The Trust Fund will consist of a segregated pool of assets comprised of the Loans, including the Subsequent Loans, and certain other assets. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the other property constituting owner of the Trust FundCertificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Master Servicer, the Securities Administrator and the Master Servicer Trustee are entering into this Agreement, and the Trustee is accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinThe Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus Supplement dated February 26, 2007 to a Prospectus dated May 19, 2006 (together, the “Prospectus”). The Trust Fund created hereunder is intended to be the “Trust” as described in the Prospectus and the Certificates are intended to be the “Certificates” described therein. The Trustee shall elect that the Trust Fund (exclusive each of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, REMIC III and REMIC IIIIV be treated as a REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. The assets of REMIC I shall include the Loans, respectively). Each Certificate, the accounts (other than the Class EPre-Funding Account, Class P or Class R Certificatethe Collateral Account, represents ownership the Reserve Fund, the Certificate Swap Account and the Subordinate Certificate Cap Account), any REO Property, and any proceeds of one or more regular interests in the foregoing. The REMIC I Regular Interests shall constitute the assets of REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC III. The REMIC III for purposes Regular Interests shall constitute the assets of REMIC IV (the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder“Master REMIC”). The Class R Certificate represents shall represent ownership of the sole class of residual interest in each REMIC I, REMIC II, and REMIC III for formed hereby. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the REMIC Provisions. REMIC I “latest possible maturity date” for each regular interest created hereby shall hold as assets all property be the 36th month following the latest maturity date of any Loan held in the Trust Fund other than on the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:Closing Date.

PRELIMINARY STATEMENT. The On the Closing Date, the Depositor has acquired will acquire the Mortgage Loans from Principal Commercial Funding, LLC, as seller ("Principal"), ▇▇▇▇▇ Fargo Bank, National Association, as seller ("▇▇▇▇▇ Fargo"), Bear ▇▇▇▇▇▇▇ Brothers Holdings Inc. Commercial Mortgage, Inc., as seller (the “Seller”"BSCMI") and at the Closing Date is ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc., as seller ("MSMC"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Depositor will acquire (i) the REMIC I Regular Interests and the Class R-I Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and the Class R-II Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; and (iii) the REMIC III Certificates (other than the portion of the Class P Certificates representing the right to receive Excess Interest) as consideration for its transfer of the REMIC II Regular Interests to the Trust Fundand the portion of the Class P Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such right. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to foregoing and the Trustee issuance of (A) the REMIC I Regular Interests and the Class R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and the Class R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II and (C) the REMIC III Certificates representing in the aggregate the entire beneficial ownership of REMIC III and, in the case of the Class P Certificates, the Class P Grantor Trust. Excess Interest received on the Mortgage Loans and shall be held in the other property constituting Class P Grantor Trust for the Trust Fundbenefit of the Class P Certificates. All covenants and agreements made by the Depositor, the Master Servicer Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesREMIC I Regular Interests, the REMIC II Regular Interests, the Residual Certificates and the REMIC Regular Certificates (including the Class P Certificates to the extent of their interest in any Excess Interest). The Depositor and the Master Servicer parties hereto are entering into this Agreement, and the Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinThe Class A, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class B, Class C, Class D, Class E and Class P CertificatesX-2 Certificates will be offered for sale pursuant to the prospectus (the "Prospectus") be treated for federal income tax purposes dated June 11, 2004, as comprising three real estate mortgage investment conduits supplemented by the preliminary prospectus supplement dated October 8, 2004 (each a “REMIC” ortogether with the Prospectus, in the alternative, REMIC I, REMIC II"Preliminary Prospectus Supplement"), and as further supplemented by the final prospectus supplement dated October 20, 2004 (together with the Prospectus, the "Final Prospectus Supplement"), and the Class X-1, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificates will be offered for sale pursuant to a Private Placement Memorandum dated October 20, 2004. REMIC III, respectively)I Each REMIC I Regular Interest (a "Corresponding REMIC I Regular Interest") will relate to a specific Mortgage Loan. Each Certificate, other than Corresponding REMIC I Regular Interest will have a pass-through rate equal to the Class E, Class P or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes I Net Mortgage Rate of the related Mortgage Loan, an initial principal amount (the initial "Certificate Balance") equal to the Scheduled Principal Balance as of the Cut-Off Date of the Mortgage Loan to which the Corresponding REMIC ProvisionsI Regular Interest relates, and a "latest possible maturity date" set to the Maturity Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates. The Class P and Class E Certificates R-I Certificate will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of be designated as the sole class Class of residual interest in REMIC I, REMIC II, and REMIC III for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests interests in REMIC I and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC III after all Classes of REMIC I Regular Interests have been paid in full. REMIC II The REMIC II Regular Interests have the pass-through rates and Certificate Balances set forth in the definition thereof. The Class R-II Certificates will be designated as the sole Class of residual interests in REMIC II and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC II after all Classes of REMIC II Regular Interests have been paid in full. The following table sets forth the Class or Component designation, the Class P Distributable Amountcorresponding REMIC II Regular Interest (the "CORRESPONDING REMIC II REGULAR INTEREST"), which is beneficially owned by the holder Corresponding Components of the Class P Certificate, X-1 or Class X-2 Certificates and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount initial Certificate Balance for each Class of Principal Balance Certificates (the "CORRESPONDING CERTIFICATES"). CORRESPONDING CORRESPONDING REMIC I Interests:INITIAL REMIC II COMPONENTS OF CLASS CORRESPONDING INITIAL CLASS II REGULAR INTERESTS REGULAR INTEREST X-1 OR CLASS X-2 CERTIFICATES CERTIFICATE BALANCE (1) CERTIFICATE BALANCE CERTIFICATES (1) --------------------- --------------------- ----------------------- --------------------- ---------------------- Class A-1 $ 20,000,000 A-1 $ 20,000,000 A-1 Class A-2 $ 60,000,000 A-2A $ 14,956,000 A-2A A-2B $ 45,044,000 A-2B Class A-3 $100,000,000 A-3A $ 10,813,000 A-3A A-3B $ 53,547,000 A-3B A-3C $ 35,640,000 A-3C Class A-4 $100,000,000 A-4A $ 15,005,000 A-4A A-4B $ 84,995,000 A-4B Class A-5 $ 80,000,000 A-5A $ 22,260,000 A-5A A-5B $ 49,798,000 A-5B A-5C $ 7,942,000 A-5C Class A-6 $676,075,000 A-6A $ 91,170,000 A-6A A-6B $ 26,049,000 A-6B A-6C $ 558,856,000 A-6C Class B $ 20,231,000 B-1 $ 10,113,000 B-1 B-2 $ 10,118,000 B-2 Class C $ 13,005,000 C-1 $ 7,017,000 C-1 C-2 $ 5,988,000 C-2 Class D $ 13,005,000 D-1 $ 2,092,000 ▇-▇ ▇-▇ $ 10,913,000 D-2 Class E $ 15,895,000 E $ 15,895,000 E Class F $ 10,115,000 F-1 $ 7,868,000 F-1 F-2 $ 2,247,000 F-2 Class G $ 11,560,000 G $ 11,560,000 G Class H $ 10,115,000 H-1 $ 7,729,000 H-1 H-2 $ 2,386,000 H-2 Class J $ 2,891,000 J $ 2,891,000 J Class K $ 4,335,000 K $ 4,335,000 K Class L $ 5,780,000 L $ 5,780,000 L Class M $ 1,445,000 M $ 1,445,000 M Class N $ 1,445,000 N $ 1,445,000 N Class O $ 2,890,000 O $ 2,890,000 O Class P $ 7,225,001 P $ 7,225,001 P

PRELIMINARY STATEMENT. The On the Closing Date, the Depositor has acquired will acquire the Mortgage Loans from M▇▇▇▇▇ S▇▇▇▇▇▇ Brothers Mortgage Capital Holdings Inc. LLC, as seller (the “SellerMSMCH”) ), and at the Closing Date is Bank of America, National Association, as seller (“Bank of America”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fundwhich is hereby created. On the Closing Date, the Depositor will acquire acquire: (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the applicable Class PST Percentage Interest of each of the Class REMIC III PST Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Class PST Certificates as consideration for its transfer of the applicable Class PST Percentage Interest of each of the Class REMIC III PST Regular Interests to the Trust; and (v) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust Fundof such right. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance foregoing and the issuance of (A) the REMIC I Regular Interests and, to the Trustee extent they represent the REMIC I Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the Class PST REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class PST Grantor Trust and (E) in the case of the Class J Certificates, the Class J Grantor Trust. Excess Interest received on the Mortgage Loans and shall be held in the other property constituting Class J Grantor Trust for the Trust Fundbenefit of the Holders of the Class J Certificates. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, and the Holders of the REMIC III Regular Certificates, the holders of the Class PST REMIC III Regular Interests, the Holders of the Class PST Certificates and the Holders of the Class R Certificates. The Depositor and the Master Servicer parties hereto are entering into this Agreement, and the Trustee is accepting the Trust Fund trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinThe Class A Senior Certificates and the Class A-S, Class B, Class PST and Class C Certificates (collectively, the Trustee shall elect that “Registered Certificates”) were offered for sale pursuant to the Trust Fund Depositor’s prospectus dated July 5, 2012 (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes “Prospectus”), as comprising three real estate mortgage investment conduits supplemented by a free writing prospectus dated July 6, 2012, as further supplemented by the free writing prospectus dated July 13, 2012 (each a together, the “REMIC” or, in the alternative, REMIC I, REMIC IIFree Writing Prospectus”, and REMIC IIItogether with the Prospectus, respectivelythe “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). Each CertificateThe Class X, other than the Class D, Class E, Class P or F, Class G, Class H, Class J and Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in be offered for sale pursuant to a Preliminary Private Placement Memorandum dated July 6, 2012 (the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of “Preliminary Private Placement Memorandum”) and a final Private Placement Memorandum dated the sole class of residual interest in REMIC I, REMIC II, and REMIC III for purposes of Pricing Date (the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:“Private Placement Memorandum”).

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Trustee as consideration for its the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor and Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P CertificatesAdditional Collateral (the “Excluded Trust Property”)) be treated for federal income tax purposes as comprising three two real estate mortgage investment conduits (each each, a “REMIC” or, in the alternative, REMIC I, REMIC II, the “Lower-Tier REMIC” and REMIC III, respectivelythe “Upper-Tier REMIC”). Each Certificateof the Certificates set forth below, other than the Exchangeable Certificates, the Exchangeable REMIC Certificates, and the Class E, Class P or Class A-R Certificate, represents shall represent ownership of one or more a regular interests interest in the Upper-Tier REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC I, shall hold as assets the several classes of uncertificated Lower-Tier Interests in the Lower-Tier REMIC II, and (other than the Class LT-A-R Interest). The Lower-Tier REMIC III for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the (except for any related Excluded Trust Property). The uncertificated Class P Distributable Amount, which is beneficially owned by the holder LT-A-R Interest represents ownership of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder sole class of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular residual interest in the Lower-Tier REMIC. The latest possible maturity date of all REMIC I. regular interests created in this Agreement shall be the Latest Possible Maturity Date. The Lower-Tier REMIC Regular Interests shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table specifies the Class designation, interest rate, and principal amount for each Class table: REMIC 1 Interests Initial Principal Amount Pass-Through Rate Corresponding Mortgage Pool A-1 (0.9% of REMIC I Interests:SP Group 1) (1) (2) 1 B-1 (0.1% of SP Group 1) (1) (2) 1 C-1 (Excess of Group 1) (1) (2) 1 A-2 (0.9% of SP Group 2) (1) (2) 2 B-2 (0.1% of SP Group 2) (1) (2) 2 C-2 (Excess of Group 2) (1) (2) 2 A-3 (0.9% of SP Group 3) (1) (2) 3 B-3 (0.1% of SP Group 3) (1) (2) 3 C-3 (Excess of Group 3) (1) (2) 3 A-4 (0.9% of SP Group 4) (1) (2) 4 B-4 (0.1% of SP Group 4) (1) (2) 4 C-4 (Excess of Group 4) (1) (2) 4 LT-A-R (3) (3) N/A _______________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated March 19, 2003, and a Prospectus Supplement, dated March 24, 2003, of the REMIC ProvisionsCompany (together, the “Prospectus”). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated March 26, 2003. The Trust created hereunder is intended to be the “Trust” described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable AmountR Residual Interests and the Certificates: Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class A-1-L Regular 5 .000% $69,700,000 .00 May 2018 Class A-2-L Regular 5 .000% 78,500,679 .00 May 2018 Class A-3-L Regular 5 .000% 20,932,000 .00 May 2018 Class A-4-L Regular 5 .000% 21,000,000 .00 May 2018 Class A-5-L Regular 5 .000% 92,900,390 .00 May 2018 Class A-6-L Regular 3 .150% 18,297,296 .00 May 2018 Class A-7-L Regular 9 .250% 7,964,704 .00 May 2018 Class A-9-L Regular 5 .000% 35,488,000 .00 May 2018 Class A-10-L Regular 5 .000%(2) 3,250,000 .00 May 2018 Class X-L Regular (3) ------ May 2018 Class P-L Regular (4) 705,917 .77 May 2018 Class B-1-L Regular 5 .000% 2,648,652 .00 May 2018 Class B-2-L Regular 5 .000% 706,307 .00 May 2018 Class B-3-L Regular 5 .000% 176,577 .00 May 2018 Class B-4-L Regular 5 .000% 353,154 .00 May 2018 Class B-5-L Regular 5 .000% 176,577 .00 May 2018 Class B-6-L Regular 5 .000% 353,152 .45 May 2018 Class R-1+ Residual 5 .000% 100 .00 May 2018 * The Distribution Date in the specified month, which is beneficially owned by the holder of month following the Class P Certificatemonth the latest maturing Mortgage Loan matures. For federal income tax purposes, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) , and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer Servicer, the Loss Mitigation Advisor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Master Servicer, and the Master Servicer Loss Mitigation Advisor are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “"REMIC” " or, in the alternative, REMIC I1, REMIC II2, and REMIC III3, respectivelyREMIC 3 also being referred to as the "Upper Tier REMIC"). Each Certificate, other than the Class E, Class P or and the Class R CertificateCertificates, represents ownership of one or more a regular interests interest in the Upper Tier REMIC III for purposes of the REMIC Provisions. The In addition, each Certificate, other than the Class P Certificate, the Class A-IO Certificates, the Class X Certificate and the Class E Certificates will represent interests in R Certificate, represents an entitlement to receive payments from the Trust Basis Risk Reserve Fund but are not interests in any REMIC created hereundermaintained by the Trustee pursuant to Section 5.06. The Class R Certificate represents ownership of the sole class of residual interest in each of REMIC I1, REMIC II2, and the Upper Tier REMIC III for purposes of the REMIC Provisions. The Upper Tier REMIC I shall hold as its assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated Lower Tier Interests in REMIC I Interests set out below. Each such REMIC I Interest2, other than the Class R-1 LT2-R Interest, and each such Lower Tier Interest in REMIC 2 is hereby designated as a regular interest in REMIC I. The following table specifies 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class designation, interest rateLT1-R Interest, and principal amount each such Lower Tier Interest in REMIC 1 is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and REMIC 2 and the Basis Risk Reserve Fund. The startup day for each Class REMIC created hereby for purposes of the REMIC I Interests:Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is January 25, 2032.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated February 10, 2004, and a Prospectus Supplement, dated December 16, 2004, of the REMIC ProvisionsCompany (together, the “Prospectus”). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated December 20, 2004. The Trust created hereunder is intended to be the “Trust” described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable AmountR Residual Interests and the Certificates: Class A-1-L Regular Variable (2) $551,170,000.00 January 2035 Class A-2-L Regular Variable (2) 100,000,000.00 January 2035 Class A-3-L Regular Variable (2) 24,600,000.00 January 2035 Class B-1-L Regular Variable (2) 13,655,000.00 January 2035 Class B-2-L Regular Variable (2) 4,202,000.00 January 2035 Class B-3-L Regular Variable (2) 2,451,000.00 January 2035 Class B-4-L Regular Variable (2) 1,750,000.00 January 2035 Class B-5-L Regular Variable (2) 1,400,000.00 January 2035 Class B-6-L Regular Variable (2) 1,051,919.33 January 2035 Class R-1† Residual 4.283%% 100.00 January 2035 * The Distribution Date in the specified month, which is beneficially owned by the holder of Distribution Date in the Class P Certificatemonth following the month the latest maturing Mortgage Loan matures. For federal income tax purposes, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests and the Class R-1 Residual Interest and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans REMIC I Regular Interests and will be the other property constituting owner of the Trust FundCertificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance sale to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor Company and the Master Servicer are entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated October 21, 2005, and a Prospectus Supplement, dated October 24, 2005, of the REMIC ProvisionsCompany (together, the “Prospectus”). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated October 26, 2005. The Trust created hereunder is the “Trust” described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderthe “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable AmountR Residual Interests and the Certificates: Class Y-1 Regular Variable (2) $649,988.41 December 2035 Class Y-2 Regular Variable (3) 74,976.56 December 2035 Class Z-1 Regular Variable (2) 1,299,326,934.57 December 2035 Class Z-2 Regular Variable (3) 149,888,013.37 December 2035 Class R-1† Residual 5.086% 100.00 December 2035 * The Distribution Date in the specified month, which is beneficially owned by the holder of month following the Class P Certificatemonth in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Lehman Brothers Holdings Inc. (the “"Seller”) "), and at the Closing Date is the owner of own▇▇ ▇▇ the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of other than the Class E and Class P Certificatesrights to Prepayment Penalty Amounts) be treated for federal income tax purposes as comprising three four separate real estate mortgage investment conduits (each a “"REMIC” " or, in the alternative, REMIC I1, REMIC II2, REMIC 3 and REMIC III, respectively4 (REMIC 4 also being referred to herein as the "Upper Tier REMIC")). Each CertificateAs described in Section 10.01 hereof, other than the Class E, Class P or Class R Certificate, represents ownership of one or more Trust Fund will also be treated for federal income tax purposes as including three grantor trusts. The REMIC Regular Interests represent regular interests in the Upper Tier REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunderprovisions. The Class R Certificate represents ownership of the sole class of residual interest in each of REMIC I1, REMIC II2, REMIC 3 and REMIC III 4 for purposes of the REMIC Provisionsprovisions. The Upper Tier REMIC shall hold as assets the several classes of uncertificated REMIC 3 Regular Interests and the REMIC 2 IO Interests. Each REMIC 3 Regular Interest is hereby designated as a regular interest in REMIC 3. REMIC I 3 shall hold as assets the several classes of uncertificated REMIC 2 Regular Interests, other than the REMIC 2 IO Interests. Each REMIC 2 Regular Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as assets the several classes of uncertificated REMIC 1 Regular Interests. Each REMIC 1 Regular Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II1 Regular Interests, the Class P Distributable AmountREMIC 2 Regular Interests, which is beneficially owned by the holder of the Class P Certificate, REMIC 3 Regular Interests and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:rights to Prepayment Penalty Amounts.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E Supplemental Interest Trust, the Cap Agreements and Class P CertificatesBasis Risk Reserve Funds (the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, II and REMIC III, respectivelyIII (the “Upper Tier REMIC”)). Each Certificate, other than the Class EX, Class P LT-R or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests LT-R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the Trust Fund but are not interests in any REMIC created hereunderProvisions. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, II and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC II, other than the Class R-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC III II for purposes of the REMIC Provisions. REMIC I II shall hold as its assets all property the several Classes of the Trust Fund other than the uncertificated Lower Tier Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P CertificateI, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each each such REMIC I Interest, other than the Class R-1 Interest, Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC I, REMIC II and the Excluded Trust Assets. The following table specifies the Class designation, interest rate, and principal amount startup day for each Class REMIC created hereby for purposes of the REMIC I Interests:Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, issuance to the Master Servicer Company of the REMIC II Regular Interests and the Trustee herein with respect to the Mortgage Loans Certificates, such REMIC II Regular Interests and the other property constituting Class R-2 Residual Interest representing in the Trust Fund are for aggregate the benefit of the Holders from time to time of the Certificatesentire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Junior Subordinate and Class EY Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated February 10, 2004, and a Prospectus Supplement, dated July 22, 2004, of the REMIC ProvisionsCompany (together, the "Prospectus"). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated July 27, 2004. The Trust created hereunder is intended to be the "Trust" described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, REMIC II Regular Interests and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated R Residual Interests: REMIC I Interests set out below. Each such Class Designation for each REMIC I Interest, other than Regular Certificate Initial Class Interest and the Class Type of Interest Principal Final Maturity R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Residual Interest Interest Rate (1) Balance Date* ------------------------ ------------ -------------------- -------------------- ------------------------ Class designation, interest rate, and principal amount for each LT1 Regular Variable (2) $1,264,449,371.25 July 2044 Class of REMIC I Interests:LT2 Regular Variable (2) 35,341.94 July 2044 Class LT3 Regular Variable (3) 91,124.75 July 2044 Class LT4 Regular Variable (4) 91,124.75 July 2044 Class R-1+ Residual 3.440% 100.00 July 2044

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) , and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, II and REMIC III, respectivelyIII (the “Upper Tier REMIC”). Each Certificate, other than the Class E, Class P LT-R or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests LT-R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the Trust Fund but are not interests in any REMIC created hereunderProvisions. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, II and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC II, other than the Class R-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC III II for purposes of the REMIC Provisions. REMIC I II shall hold as its assets all property the several Classes of the Trust Fund other than the uncertificated Lower Tier Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P CertificateI, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each each such REMIC I Interest, other than the Class R-1 Interest, Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC I and REMIC II. The following table specifies the Class designation, interest rate, and principal amount startup day for each Class REMIC created hereby for purposes of the REMIC I Interests:Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests and the Class R-1 Residual Interest and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans REMIC I Regular Interests and will be the other property constituting owner of the Trust FundCertificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance sale to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor Company and the Master Servicer are entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated January 6, 2006, and a Prospectus Supplement, dated February 15, 2006, of the REMIC ProvisionsCompany (together, the “Prospectus”). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated February 17, 2006. The Trust created hereunder is the “Trust” described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderthe “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable AmountR Residual Interests and the Certificates: Class Y-1 Regular Variable (2) $104,271.65 March 2036 Class Y-2 Regular Variable (3) 63,352.21 March 2036 Class Z-1 Regular Variable (2) 208,439,018.72 March 2036 Class Z-2 Regular Variable (3) 126,649,333.50 March 2036 Class R-1† Residual 5.334% 100.00 March 2036 * The Distribution Date in the specified month, which is beneficially owned by the holder of month following the Class P Certificatemonth in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) , and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor and Depositor, the Trustee, the Master Servicer and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of (i) the Basis Risk Reserve Fund, (ii) the Basis Risk Cap and (iii) the Class E and Class P CertificatesX Cap) be treated for federal income tax purposes as comprising three two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, 1 and REMIC III, respectively2; REMIC 2 also being referred to as the “Upper Tier REMIC”). Each Certificate, other than the Class E, Class P or X Certificate and Class R Certificate, represents ownership of one or more a regular interests interest in the Upper Tier REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent X Certificate represents ownership of two regular interests in the Trust Upper Tier REMIC as described in note 8 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class X, and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund but are not interests in any REMIC created hereunderpursuant to Section 5.06. The Class R Certificate represents ownership of the sole class of residual interest in each of REMIC I, 1 and the Upper Tier REMIC II, and REMIC III for purposes of the REMIC Provisions. The Upper Tier REMIC I shall hold as its assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated Lower Tier Interests in REMIC I Interests set out below. Each such REMIC I Interest1, other than the Class R-1 LT-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. 1 for purposes of the REMIC Provisions. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, the Basis Risk Reserve Fund, the Basis Risk Cap and the Class X Cap. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table specifies sets forth (or describes) the Class class designation, interest rate, and initial principal amount for each Class class of REMIC I 1 Lower Tier Interests:. Class LT-A1 (1) $ 51,399,500.00 Class A1 Class LT-A2 (1) 9,079,500.00 Class A2 Class LT-M1 (1) 6,765,000.00 Class M1 Class LT-M2 (1) 5,063,500.00 Class M2 Class LT-M3 (1) 1,823,000.00 Class M3 Class LT-M4 (1) 3,038,000.00 Class M4 Class LT-M5 (1) 1,418,000.00 Class M5 Class LT-B (1) 810,000.00 Class B Class LT-P (1) 50.00 Class P Class LT-Q (1) 82,637,272.54 N/A Class LT-R (2) (2) Class R ___________________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated September 19, 2003, and a Prospectus Supplement, dated September 19, 2003, of the REMIC ProvisionsCompany (together, the “Prospectus”). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated September 23, 2003. The Trust created hereunder is intended to be the “Trust” described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable AmountR Residual Interests and the Certificates: Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Class C-Y-1 Regular 4 .500% $257,250 .88 October 2018 Class C-Y-2 Regular 5 .000% 193,250 .31 October 2018 Class C-Z-1 Regular 4 .500% 514,244,505 .48 October 2018 Class C-Z-2 Regular 5 .000% 388,066,343 .50 October 2018 Class X-M Regular 5 .000%(2) -- October 2018 Class P-M Regular (3 ) 2,349,388 .41 October 2018 Class R-1+ Residual 4 .500% 100 .00 October 2018 * The Distribution Date in the specified month, which is beneficially owned by the holder of month following the Class P Certificatemonth the latest maturing Mortgage Loan in the related Subgroup matures. For federal income tax purposes, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest and the REMIC II Variable Servicing Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates and the REMIC II Variable Servicing Interest. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, issuance to the Master Servicer Company of the REMIC II Variable Servicing Interest and the Trustee herein with respect to Certificates, such REMIC II Variable Servicing Interest and Certificates (other than the Mortgage Loans and the other property constituting the Trust Fund are for the benefit portion of the Holders from time to time Class R Certificates representing ownership of the CertificatesClass R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated November 21, 2002, and a Prospectus Supplement, dated December 19, 2002, of the REMIC ProvisionsCompany (together, the "Prospectus"). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated December 23, 2002. The Trust created hereunder is intended to be the "Trust" described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable AmountR Residual Interests, the Certificates and the REMIC II Variable Servicing Interest: REMIC I Interests Class Designation for each REMIC I Regular Interest and Certificate Initial Class the Class R-1 Type of Interest Principal Final Maturity Residual Interest Interest Rate (1) Balance Date* --------------------- -------- ------------ --------------- -------------- Class A-1-L Regular Variable (2) $215,000,000.00 February 2033 Class A-2-L Regular Variable (2) 355,000,000.00 February 2033 Class A-3-L Regular Variable (2) 146,000,000.00 February 2033 Class A-4-L Regular Variable (2) 264,000,000.00 February 2033 Class A-5-L Regular Variable (2) 114,600,000.00 February 2033 Class A-6-L Regular Variable (2) 349,258,000.00 February 2033 Class A-7-L Regular Variable (2) 395,000,000.00 February 2033 Class A-8-L Regular Variable (2) 105,000,000.00 February 2033 Class B-1-L Regular Variable (2) 20,998,000.00 February 2033 Class B-2-L Regular Variable (2) 15,998,000.00 February 2033 Class B-3-L Regular Variable (2) 7,999,000.00 February 2033 Class B-4-L Regular Variable (2) 2,999,000.00 February 2033 Class B-5-L Regular Variable (2) 2,999,000.00 February 2033 Class B-6-L Regular Variable (2) 5,002,939.48 February 2033 Class R-1+ Residual 4.869% 100.00 February 2033 * The Distribution Date in the specified month, which is beneficially owned by the holder of Distribution Date in the Class P Certificatemonth following the month the latest maturing Mortgage Loan matures. For federal income tax purposes, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the "latest possible maturity date" shall be the Final Maturity Date. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each Certificate, other than the Class E, Class P or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, and REMIC III for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:: LT1-Pool 1 (1) $ 207,853,695.11 LT1-GSA(1) (1) $ 88,380.76 LT1-Pool 2 5.50% $ 33,332,810.46 LT1-GSA(2) 5.50% $ 14,179.90 LT1-AX(2) (2) LT1-PAX(2) (3) LT1-Pool 3 5.75% $ 206,464,098.52 LT1-GSA(3) 5.75% $ 88,354.53 LT1-3AP 0.00% $ 1,321,028.00 LT1-AX(3) (4) LT1-PAX(3) (5) LT1-Pool 4 (6) $ 265,509,085.22 LT1-GSA(4) (6) $ 112,889.75 R-1 (7) (7) _________________

PRELIMINARY STATEMENT. The Depositor has acquired the Initial Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) Sellers, and at the Closing Date is the owner of the Initial Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Initial Mortgage Loans Loans, the Initial Pre-Funding Amount and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Initial Mortgage Loans, any Subsequent Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by each Seller in the Depositor, related Mortgage Loan Sale Agreement and by the Master Servicer Depositor and the Trustee herein with respect to the Initial Mortgage Loans or any Subsequent Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, the NIMS Insurer. The Depositor and Depositor, the Trustee, the Master Servicer and the Loss Mitigation Advisor are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “"REMIC” " or, in the alternative, REMIC I1, REMIC II, 2 and REMIC III3, respectivelyREMIC 3 also being referred to as the "Upper Tier REMIC"). Each Certificate, other than the Class EX Certificate, Class R Certificate, and Class P or Class R Certificate, represents ownership of one or more a regular interests interest in the Upper Tier REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent X Certificate represents ownership of two regular interests in the Trust Upper Tier REMIC as described in note 6 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-IO, Class X, and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund but are not interests in any REMIC created hereunderpursuant to Section 5.06. The Class R Certificate represents ownership of the sole class of residual interest in each of REMIC I1, REMIC II, 2 and the Upper Tier REMIC III for purposes of the REMIC Provisions. The Upper Tier REMIC I shall hold as its assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated Lower Tier Interests in REMIC I Interests set out below. Each such REMIC I Interest2, other than the Class R-1 LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. The following table specifies 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class designation, interest rateLT1-R Interest, and principal amount each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and REMIC 2, the Basis Risk Reserve Fund, the right to receive Prepayment Premiums, the Pre-Funding Account, and the Capitalized Interest Account. The startup day for each Class REMIC created hereby for purposes of the REMIC I Interests:Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of any Supplemental Interest Trust, any Cap Agreement and any Basis Risk Reserve Fund (the Class E and Class P Certificates“Excluded Trust Assets”)) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, II and REMIC III, respectivelyIII (the “Upper Tier REMIC”)). Each Certificate, other than the Class EX, Class P LT-R or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests LT-R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the Trust Fund but are not interests in any REMIC created hereunderProvisions. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, II and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC II, other than the Class R-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC III II for purposes of the REMIC Provisions. REMIC I II shall hold as its assets all property the several Classes of the Trust Fund other than the uncertificated Lower Tier Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P CertificateI, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each each such REMIC I Interest, other than the Class R-1 Interest, Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC I, REMIC II and the Excluded Trust Assets. The following table specifies the Class designation, interest rate, and principal amount startup day for each Class REMIC created hereby for purposes of the REMIC I Interests:Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) , and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor and Depositor, the Trustee, the Master Servicer and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of (i) the Basis Risk Reserve Fund, (ii) the Basis Risk Cap and (iii) the Class E and Class P CertificatesX Cap) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I1, REMIC II, 2 and REMIC III, respectively3; REMIC 3 also being referred to as the “Upper Tier REMIC”). Each Certificate, other than the Class EX Certificates, Class P or Certificates, and the Class R Certificate, Certificate represents ownership of one or more a regular interests interest in the Upper Tier REMIC III for purposes of the REMIC Provisions. The Class P and Certificates represent ownership of a regular interest in REMIC 1. The Class E X Certificates will represent ownership of two regular interests in the Trust Upper Tier REMIC as described in note 7 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-IO, Class X and Class P Certificates represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund but are not interests in any REMIC created hereunderpursuant to Section 5.06. The Class R Certificate represents ownership of the sole class of residual interest in each of REMIC I1, REMIC II, 2 and the Upper Tier REMIC III for purposes of the REMIC Provisions. The Upper Tier REMIC I shall hold as its assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated Lower Tier Interests in REMIC I Interests set out below. Each such REMIC I Interest2, other than the Class R-1 LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and REMIC 2, the Basis Risk Reserve Fund, the Basis Risk Cap, and the Class X Cap. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table specifies sets forth (or describes) the Class class designation, interest rate, and initial principal amount for each Class class of REMIC I 1 Lower Tier Interests:. LT1-AIO-1 (1) $ 15,536,000.00 LT1-AIO-2 (1) $ 15,536,000.00 LT1-AIO-3 (1) $ 8,768,000.00 LT1-AIO-4 (1) $ 45,608,000.00 LT1-Pool (1) $ 173,486,315.00 P (2) $ 100.00 LT1-R (3) (3)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. the Bank and Lehman Capital (collectively the “"Seller”) "), and at the Closing Date is the i▇ ▇▇▇ owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer Servicer, and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of other than the Class E and Class P Certificatesrights to Prepayment Penalty Amounts) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “"REMIC” " or, in the alternative, the Lower Tier REMIC, the Middle Tier REMIC I, REMIC II, and REMIC IIIthe Upper Tier REMIC, respectively). Each Certificate, other than the Class E, P-I and Class P or P-II Certificates and the Class R CertificateCertificates, represents ownership of one or more a regular interests interest in the Upper Tier REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC, the Middle Tier REMIC I, and the Upper Tier REMIC II, and REMIC III for purposes of the REMIC Provisions. The Upper Tier REMIC I shall hold as assets the several classes of uncertificated Middle Tier REMIC Regular Interests. Each Middle Tier REMIC Regular Interest is hereby designated as a regular interest in the Middle Tier REMIC. The Middle Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier REMIC Regular Interests. Each Lower Tier REMIC Regular Interest is hereby designated as a regular interest in the Lower Tier REMIC. The Lower Tier REMIC shall hold as assets all property of the Trust Fund other than the Interests in Lower Tier REMIC I and REMIC IIInterests, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, Middle Tier REMIC Interests and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificaterights to Prepayment Penalty Amounts. LOWER TIER REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class class designation, interest rate, and principal amount for each Class class of Lower Tier REMIC I Interests:Interest. Lower Tier Initial Pass-Through Rate Related Mortgage REMIC Interest Balance Pool or Pools

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated July 23, 2002, and a Prospectus Supplement, dated July 23, 2002, of the REMIC ProvisionsCompany (together, the "Prospectus"). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated July 25, 2002. The Trust created hereunder is intended to be the "Trust" described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable AmountR Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Interest and Certificate Initial Class the Class R-1 Type of Interest Principal Final Maturity Residual Interest Interest Rate (1) Balance Date* --------------------- -------- ----------- --------------- -------------- Class A-1A-L Regular Variable (2) $ 38,337,000.00 September 2032 Class A-1B-L Regular Variable (2) 99,576,000.00 September 2032 Class A-2A-L Regular Variable (2) 62,982,000.00 September 2032 Class A-2B-L Regular Variable (2) 49,788,000.00 September 2032 Class A-3-L Regular Variable (2) 74,682,000.00 September 2032 Class A-4-L Regular Variable (2) 59,496,000.00 September 2032 Class A-5-L Regular Variable (2) 37,340,000.00 September 2032 Class A-6-L Regular Variable (2) 126,709,700.00 September 2032 Class A-7-L Regular Variable (2) 298,726,000.00 September 2032 Class A-8-L Regular Variable (2) 597,453,000.00 September 2032 Class B-1-L Regular Variable (2) 20,910,900.00 September 2032 Class B-2-L Regular Variable (2) 12,695,900.00 September 2032 Class B-3-L Regular Variable (2) 5,974,500.00 September 2032 Class B-4-L Regular Variable (2) 2,987,300.00 September 2032 Class B-5-L Regular Variable (2) 2,240,400.00 September 2032 Class B-6-L Regular Variable (2) 3,734,154.72 September 2032 Class R-1+ Residual 5.512% 100.00 September 2032 ---------- * The Distribution Date in the specified month, which is beneficially owned by the holder of month following the Class P Certificatemonth the latest maturing Mortgage Loan matures. For federal income tax purposes, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the "latest possible maturity date" shall be the Final Maturity Date. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated November 21, 2002, and a Prospectus Supplement, dated December 18, 2002, of the REMIC ProvisionsCompany (together, the "Prospectus"). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated December 20, 2002. The Trust created hereunder is intended to be the "Trust" described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable AmountR Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Interest and Certificate Initial Class the Class R-1 Type of Interest Principal Final Maturity Residual Interest Interest Rate (1) Balance Date* --------------------- -------- ----------- --------------- ------------- Class I-A-1-L Regular 5.750% $448,405,000.00 January 2033 Class I-A-2-L Regular 5.000% 75,000,000.00 January 2033 Class I-A-3-L Regular 8.000% 25,000,000.00 January 2033 Class I-A-4-L Regular 5.750% 87,741,000.00 January 2033 Class I-A-5-L Regular 5.750% 25,427,000.00 January 2033 Class I-A-6-L Regular 5.750% 75,402,000.00 January 2033 Class I-A-7-L Regular 5.750% 8,378,000.00 January 2033 Class II-A-1-L Regular 5.250% 90,538,000.00 January 2018 Class II-A-2-L Regular 5.250% 33,525,000.00 January 2018 Class II-A-4-L Regular 5.250% 25,000,000.00 January 2018 Class II-A-5-L Regular 5.250% 62,500,000.00 January 2018 Class II-A-6-L Regular 5.250%(2) 441,000.00 January 2018 Class II-A-7-L Regular 5.250% 469,000,000.00 January 2018 Class I-P-L Regular (3) 1,370,801.28 January 2033 Class II-P-L Regular (3) 863,219.19 January 2018 Class I-B-1-L Regular 5.750% 11,529,000.00 January 2033 Class I-B-2-L Regular 5.750% 3,458,000.00 January 2033 Class I-B-3-L Regular 5.750% 3,074,000.00 January 2033 Class I-B-4-L Regular 5.750% 1,537,000.00 January 2033 Class I-B-5-L Regular 5.750% 1,152,000.00 January 2033 Class I-B-6-L Regular 5.750% 1,155,976.83 January 2033 Class II-B-1-L Regular 5.250% 4,488,000.00 January 2018 Class II-B-2-L Regular 5.250% 1,380,000.00 January 2018 Class II-B-3-L Regular 5.250% 1,035,000.00 January 2018 Class II-B-4-L Regular 5.250% 690,000.00 January 2018 Class II-B-5-L Regular 5.250% 345,000.00 January 2018 Class II-B-6-L Regular 5.250% 693,986.33 January 2018 Class R-1+ Residual 5.750% 50.00 January 2033 * The Distribution Date in the specified month, which is beneficially owned by the holder of month following the Class P Certificatemonth the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, and the Class E Distributable Amountas applicable) matures. For federal income tax purposes, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the "latest possible maturity date" shall be the Final Maturity Date. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of excluding the Class E and Class P CertificatesSupplemental Prepayment Trust) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, II and REMIC III, respectivelyIII (the “Upper Tier REMIC”)). Each Certificate, Underlying REMIC Certificate and each Certificate (other than the Class EExchange and Exchangeable Certificates, the Class P Components, the Class LT-R or Class R Certificate, and exclusive of the right to receive any FPD Premiums in the case of the Class 1-A2 Certificates), represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests LT-R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the Trust Fund but are not interests in any REMIC created hereunderProvisions. The Class R Certificate represents ownership of the sole class of residual interest in each remaining REMIC I, REMIC II, and REMIC III for purposes of the REMIC Provisions. The Upper Tier REMIC I shall hold as its assets all property the several Classes of the Trust Fund other than the uncertificated Lower Tier Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 R-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC II. REMIC II shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC I and REMIC II. The following table specifies the Class designation, interest rate, and principal amount startup day for each Class REMIC created hereby for purposes of the REMIC I Interests:Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the later (or latest) date provided in the definition of Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the other property constituting owner of the Trust FundCertificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class IA-1, Class B-3, Class B-4 and Class B-5 Certificates have been offered for sale pursuant to a Prospectus, dated March 25, 1998, and a Prospectus Supplement, dated June 24, 1998, of the Depositor (together, the "Prospectus"). The Class IA-1, Class B-3, Class B-4 and Class B-5 Certificates have been offered for sale pursuant to a Private Placement Memorandum dated June 25, 1998. The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. As provided herein, the Trustee shall will elect that to treat the segregated pool of assets consisting of the Mortgage Loans and other related assets in the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated subject to this Agreement as a REMIC for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC IIpurposes, and such segregated pool of assets will be designated as "REMIC III, respectively). Each Certificate, other than I." Component R-1 of the Class E, Class P or Class R Certificate, represents ownership Certificate will represent the sole class of one or more regular interests "residual interests" in REMIC III I for purposes of the REMIC ProvisionsProvisions under federal income tax law. The Class P As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and Class E Certificates such segregated pool of assets will represent interests in be designated as "REMIC I". Component R-2 of the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of will represent the sole class of "residual interest interests" in REMIC I, REMIC II, and REMIC III II for purposes of the REMIC ProvisionsProvisions under federal income tax law. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies irrevocably sets forth the designations, the Remittance Rate and initial Class designation, interest rate, and principal amount Principal Balance for each Class of Certificates which, together with the Class R-2 Component, constitute the entire beneficial interests in REMIC II. Determined solely for purposes of satisfying Treasury regulation section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I Interests:Regular Interests and for each Class of Certificates shall be the first Distribution Date that is at least two years after the end of the remaining amortization schedule of the Mortgage Loan in the related Loan Group (as to the Subordinate Certificates, Loan Group I) that has, as of the Closing Date, the longest remaining amortization schedule, irrespective of its scheduled maturity. The following table sets forth the designation, Remittance Rate, initial Class Principal Balance, and Last Scheduled Distribution Date for each Class of Certificates comprising the beneficial interests, in REMIC II and the Class R Certificate: ||

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated February 10, 2004, and a Prospectus Supplement, dated October 26, 2004, of the REMIC ProvisionsCompany (together, the “Prospectus”). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated October 28, 2004. The Trust created hereunder is intended to be the “Trust” described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable AmountR Residual Interests and the Certificates: Class Designation for each REMIC I Regular Interest and the Class R-1 Residual Interest Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class C-Y-1 Regular 6.500% $56,631.57 August 2034 Class C-Y-2 Regular 7.500% 113,206,500.47 August 2034 Class C-Z-1 Regular 6.500% 26,780.15 August 2034 Class C-Z-2 Regular 7.500% 54,436,755.39 August 2034 Class C-X-M Regular 6.500%(2) ----- August 2034 Class I-P-M Regular (3) 1,742,751.73 April 2019 Class A-P-M Regular (3) 4,982,425.19 August 2034 Class R-1† Residual 6.500% 100.00 August 2034 * The Distribution Date in the specified month, which is beneficially owned by the holder of month following the Class P Certificatemonth the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, and the Class E Distributable Amountas applicable) matures. For federal income tax purposes, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable the assets held in respect the Basis Risk Reserve Fund, the Prefunding Account, the Capitalized Interest Account, the Interest Rate Cap Account, the Swap Agreement, the Supplemental Interest Trust, the Collateral Account and exclusive of the Class E Interest Rate Cap Agreement and Class P Certificatesany entitlement to Excess Servicing Fees (collectively, the “Excluded Trust Property”)) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC Ithe Pooling REMIC, REMIC IIthe Subsidiary REMIC, and REMIC III, respectivelythe Master REMIC”). Each Certificate, other than the Class EA-IO-S, Class P or X and Class R CertificateCertificates, represents ownership of one or more a regular interests interest in the Master REMIC III for purposes of the REMIC Provisions. In addition, each Class of LIBOR Certificates (other than the Residual Certificates) represents the right to receive payments pursuant to contractual arrangements as described in Section 8.11 of this Agreement. The Class P and X Certificate represents ownership of the Class E Certificates will represent interests X Interest in the Trust Master REMIC and also represents ownership of the assets held from time to time in the Basis Risk Reserve Fund but are not interests in any REMIC created hereunderand the Supplemental Interest Trust. The Class R Certificate represents ownership of the sole class of residual interest in each REMIC. The Master REMIC Ishall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, REMIC IIother than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Subsidiary REMIC III for purposes of the REMIC Provisions. The Subsidiary REMIC I shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Pooling REMIC, other than the Class LTP-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Pooling REMIC. The Pooling REMIC shall hold as assets all the property of the Trust Fund other than the Lower Tier Interests in the Pooling REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P CertificateSubsidiary REMIC, and the Class E Distributable Amount, which is beneficially owned by the holder Excluded Trust Property. The startup day for each REMIC created hereby for purposes of the Class E CertificateREMIC Provisions is the Closing Date. In addition, for purposes of the REMIC I shall issue Provisions, the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a latest possible maturity date for each regular interest in each REMIC I. created hereby is the Latest Possible Maturity Date. The following table specifies sets forth (or describes) the Class class designation, interest rate, and initial class principal amount for each class of Pooling REMIC Lower Tier Interests. Class of REMIC I Interests:LTP-A (1) $ 69,000,100.00 Class LTP-F1 (2) $ 7,750,000.00 Class LTP-V1 (3) $ 7,750,000.00 Class LTP-F2 (2) $ 8,350,000.00 Class LTP-V2 (3) $ 8,350,000.00 Class LTP-F3 (2) $ 9,000,000.00 Class LTP-V3 (3) $ 9,000,000.00 Class LTP-F4 (2) $ 9,500,000.00 Class LTP-V4 (3) $ 9,500,000.00 Class LTP-F5 (2) $ 10,050,000.00 Class LTP-V5 (3) $ 10,050,000.00 Class LTP-F6 (2) $ 10,600,000.00 Class LTP-V6 (3) $ 10,600,000.00 Class LTP-F7 (2) $ 11,050,000.00 Class LTP-V7 (3) $ 11,050,000.00 Class LTP-F8 (2) $ 11,500,000.00 Class LTP-V8 (3) $ 11,500,000.00 Class LTP-F9 (2) $ 11,900,000.00 Class LTP-V9 (3) $ 11,900,000.00 Class LTP-F10 (2) $ 12,250,000.00 Class LTP-V10 (3) $ 12,250,000.00 Class LTP-F11 (2) $ 12,550,000.00 Class LTP-V11 (3) $ 12,550,000.00 Class LTP-F12 (2) $ 12,650,000.00 Class LTP-V12 (3) $ 12,650,000.00 Class LTP-F13 (2) $ 12,450,000.00 Class LTP-V13 (3) $ 12,450,000.00 Class LTP-F14 (2) $ 12,050,000.00 Class LTP-V14 (3) $ 12,050,000.00 Class LTP-F15 (2) $ 11,700,000.00 Class LTP-V15 (3) $ 11,700,000.00 Class LTP-F16 (2) $ 11,450,000.00 Class LTP-V16 (3) $ 11,450,000.00 Class LTP-F17 (2) $ 13,150,000.00 Class LTP-V17 (3) $ 13,150,000.00 Class LTP-F18 (2) $ 13,850,000.00 Class LTP-V18 (3) $ 13,850,000.00 Class LTP-F19 (2) $ 15,600,000.00 Class LTP-V19 (3) $ 15,600,000.00 Class LTP-F20 (2) $ 14,700,000.00 Class LTP-V20 (3) $ 14,700,000.00 Class LTP-F21 (2) $ 13,950,000.00 Class LTP-V21 (3) $ 13,950,000.00 Class LTP-F22 (2) $ 14,750,000.00 Class LTP-V22 (3) $ 14,750,000.00 Class LTP-F23 (2) $ 11,150,000.00 Class LTP-V23 (3) $ 11,150,000.00 Class LTP-F24 (2) $ 10,450,000.00 Class LTP-V24 (3) $ 10,450,000.00 Class LTP-F25 (2) $ 8,250,000.00 Class LTP-V25 (3) $ 8,250,000.00 Class LTP-F26 (2) $ 7,650,000.00 Class LTP-V26 (3) $ 7,650,000.00 Class LTP-F27 (2) $ 9,800,000.00 Class LTP-V27 (3) $ 9,800,000.00 Class LTP-F28 (2) $ 49,750,000.00 Class LTP-V28 (3) $ 49,750,000.00 Class LTP-F29 (2) $ 32,650,000.00 Class LTP-V29 (3) $ 32,650,000.00 Class LTP-F30 (2) $ 54,700,000.00 Class LTP-V30 (3) $ 54,700,000.00 Class LTP-F31 (2) $ 3,900,000.00 Class LTP-V31 (3) $ 3,900,000.00 Class LTP-F32 (2) $ 3,750,000.00 Class LTP-V32 (3) $ 3,750,000.00 Class LTP-F33 (2) $ 3,500,000.00 Class LTP-V33 (3) $ 3,500,000.00 Class LTP-F34 (2) $ 3,500,000.00 Class LTP-V34 (3) $ 3,500,000.00 Class LTP-F35 (2) $ 3,100,000.00 Class LTP-V35 (3) $ 3,100,000.00 Class LTP-F36 (2) $ 3,100,000.00 Class LTP-V36 (3) $ 3,100,000.00 Class LTP-F37 (2) $ 2,400,000.00 Class LTP-V37 (3) $ 2,400,000.00 Class LTP-F38 (2) $ 2,200,000.00 Class LTP-V38 (3) $ 2,200,000.00 Class LTP-F39 (2) $ 3,400,000.00 Class LTP-V39 (3) $ 3,400,000.00 Class LTP-F40 (2) $ 7,150,000.00 Class LTP-V40 (3) $ 7,150,000.00 Class LTP-F41 (2) $ 6,850,000.00 Class LTP-V41 (3) $ 6,850,000.00 Class LTP-F42 (2) $ 12,050,000.00 Class LTP-V42 (3) $ 12,050,000.00 Class LTP-F43 (2) $ 1,250,000.00 Class LTP-V43 (3) $ 1,250,000.00 Class LTP-F44 (2) $ 1,250,000.00 Class LTP-V44 (3) $ 1,250,000.00 Class LTP-F45 (2) $ 1,250,000.00 Class LTP-V45 (3) $ 1,250,000.00 Class LTP-F46 (2) $ 1,200,000.00 Class LTP-V46 (3) $ 1,200,000.00 Class LTP-F47 (2) $ 1,150,000.00 Class LTP-V47 (3) $ 1,150,000.00 Class LTP-F48 (2) $ 1,100,000.00 Class LTP-V48 (3) $ 1,100,000.00 Class LTP-F49 (2) $ 1,100,000.00 Class LTP-V49 (3) $ 1,100,000.00 Class LTP-F50 (2) $ 1,050,000.00 Class LTP-V50 (3) $ 1,050,000.00 Class LTP-F51 (2) $ 1,050,000.00 Class LTP-V51 (3) $ 1,050,000.00 Class LTP-F52 (2) $ 1,150,000.00 Class LTP-V52 (3) $ 1,150,000.00 Class LTP-F53 (2) $ 1,900,000.00 Class LTP-V53 (3) $ 1,900,000.00 Class LTP-F54 (2) $ 1,100,000.00 Class LTP-V54 (3) $ 1,100,000.00 Class LTP-F55 (2) $ 850,000.00 Class LTP-V55 (3) $ 850,000.00 Class LTP-F56 (2) $ 25,000,000.00 Class LTP-V56 (3) $ 25,000,000.00 Class LTP-R (4) (4)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Lehman Capital, A Division of Lehman Brothers Holdings Inc. (the “Seller”) "Sel▇▇▇"), and at the Closing Date is the ▇▇ ▇▇e owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and the Class 1-A1 Certificate Insurer. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three two real estate mortgage investment conduits (each a “"REMIC” " or, in the alternative, the Lower Tier REMIC I, REMIC II, and REMIC IIIthe Upper Tier REMIC, respectively). Each Certificate, other than the Class E, Class P or Class R Certificate, represents ownership of one or more regular interests in the Upper Tier REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in the Lower Tier REMIC I, and the Upper Tier REMIC II, and REMIC III for purposes of the REMIC Provisions. The Upper Tier REMIC I shall hold as assets the several classes of uncertificated Lower Tier Interests, other than the Class LT-R Interest, set out below. Each such Lower Tier Interest, other than the Class LT-R Interest, is hereby designated as a regular interest in the Lower Tier REMIC. The Lower Tier REMIC shall hold as assets all property of the Trust Fund other than the Interests in Lower Tier Interests. Lower Tier REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class class designation, interest rate, and principal amount for each class of Lower Tier Interests. Lower Tier Lower Tier Initial Class or Corresponding Class Class Designation Interest Rate Principal Amount of REMIC I Interests:Certificates ----------------- ------------- ---------------- ---------------

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated September 19, 2002, and a Prospectus Supplement, dated September 23, 2002, of the REMIC ProvisionsCompany (together, the "Prospectus"). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated September 25, 2002. The Trust created hereunder is intended to be the "Trust" described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable AmountR Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Interest and Certificate Initial Class the Class R-1 Type of Interest Principal Final Maturity Residual Interest Interest Rate (1) Balance Date* ---------------------- -------- ----------- --------------- -------------- Class A-1-L Regular 5.500% $ 98,004,000.00 October 2032 Class A-2-L Regular 6.250% 30,391,000.00 October 2032 Class A-3-L Regular 6.250% 32,461,000.00 October 2032 Class A-4-L Regular 6.250% 49,571,000.00 October 2032 Class A-5-L Regular 6.250% 19,872,000.00 October 2032 Class A-6-L Regular 6.250% 5,000,000.00 October 2032 Class A-7-L Regular 6.250% 1,220,000.00 October 2032 Class A-8-L Regular 6.250% 1,829,000.00 October 2032 Class A-9-L Regular 6.250% 1,829,000.00 October 2032 Class A-10-L Regular 6.250% 1,680,000.00 October 2032 Class A-12-L Regular 6.250% 2,300,000.00 October 2032 Class A-13-L Regular 6.250% 2,300,000.00 October 2032 Class A-14-L Regular 6.250% 2,350,000.00 October 2032 Class A-15-L Regular 6.250% 4,988,000.00 October 2032 Class A-16-L Regular (2) 26,274,218.00 October 2032 Class A-17-L Regular (3) 7,356,782.00 October 2032 Class A-19-L Regular 5.000 29,538,000.00 October 2032 Class A-20-L Regular 6.250% 8,721,000.00 October 2032 Class A-21-L Regular 8.500% 8,333,400.00 October 2032 Class A-24-L Regular 6.250% 4,957,638.00 October 2032 Class A-25-L Regular 6.000% 75,000,600.00 October 2032 Class A-26-L Regular 6.250% 103,296,000.00 October 2032 Class A-27-L Regular 6.000% 39,411,000.00 October 2032 Class A-28-L Regular 8.500% 37,047,000.00 October 2032 Class A-30-L Regular 6.250% 1,263,000.00 October 2032 Class A-31-L Regular 6.250% 1,763,000.00 October 2032 Class A-32-L Regular 6.250% 708,000.00 October 2032 Class A-34-L Regular 8.500% 16,410,000.00 October 2032 Class A-36-L Regular 6.250% 12,521,000.00 October 2032 Class A-37-L Regular 6.250% 2,221,000.00 October 2032 Class P-L Regular (4) 2,309,051.12 October 2032 Class B-1-L Regular 6.250% 8,767,368.00 October 2032 Class B-2-L Regular 6.250% 3,896,608.00 October 2032 Class B-3-L Regular 6.250% 2,597,738.00 October 2032 Class B-4-L Regular 6.250% 974,152.00 October 2032 Class B-5-L Regular 6.250% 974,152.00 October 2032 Class B-6-L Regular 6.250% 1,298,870.55 October 2032 Class R-1+ Residual 6.250% 100.00 October 2032 ---------- * The Distribution Date in the specified month, which is beneficially owned by the holder of month following the Class P Certificatemonth the latest maturing Mortgage Loan matures. For federal income tax purposes, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the "latest possible maturity date" shall be the Final Maturity Date. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated February 21, 2002, and a Prospectus Supplement, dated February 25, 2002, of the REMIC ProvisionsCompany (together, the "Prospectus"). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated February 27, 2002. The Trust created hereunder is intended to be the "Trust" described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable AmountR Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Certificate Initial Class Interest and the Class Type of Interest Principal Final Maturity R-1 Residual Interest Interest Rate (1) Balance Date* ----------------------- --------- ----------- ---------------- --------------- Class I-A-1-L Regular 6.500% $75,000,000.00 March 2032 Class I-A-2-L Regular 6.500% 73,290,000.00 March 2032 Class I-A-3-L Regular 6.500% 20,000,000.00 March 2032 Class I-A-4-L Regular 6.500% 64,749,000.00 March 2032 Class I-A-5-L Regular (2) 44,687,500.00 March 2032 Class I-A-6-L Regular (3) 10,312,500.00 March 2032 Class I-A-7-L Regular 6.500%(4) 200,000.00 March 2032 Class I-A-8-L Regular 6.500% 41,500,000.00 March 2032 Class I-A-10-L Regular 6.500% 7,000,000.00 March 2032 Class I-A-11-L Regular 6.500% 30,000,000.00 March 2032 Class II-A-1-L Regular 6.500% 21,538,000.00 March 2032 Class III-A-1-L Regular 6.000% 338,698,000.00 March 2017 Class I-P-L Regular (5) 2,355,468.00 March 2032 Class II-P-L Regular (5) 268,797.00 March 2032 Class III-P-L Regular (5) 2,854,726.00 March 2017 Class C-B-1-L Regular 6.500% 6,454,000.00 March 2032 Class C-B-2-L Regular 6.500% 2,217,000.00 March 2032 Class C-B-3-L Regular 6.500% 1,613,000.00 March 2032 Class C-B-4-L Regular 6.500% 806,000.00 March 2032 Class C-B-5-L Regular 6.500% 605,000.00 March 2032 Class C-B-6-L Regular 6.500% 811,758.64 March 2032 Class III-B-1-L Regular 6.000% 2,944,000.00 March 2017 Class III-B-2-L Regular 6.000% 346,000.00 March 2017 Class III-B-3-L Regular 6.000% 519,000.00 March 2017 Class III-B-4-L Regular 6.000% 346,000.00 March 2017 Class III-B-5-L Regular 6.000% 346,000.00 March 2017 Class III-B-6-L Regular 6.000% 349,065.12 March 2017 Class R-1+ Residual 6.500% 50.00 March 2032 * The Distribution Date in the specified month, which is beneficially owned by the holder of month following the Class P Certificatemonth the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, and the Class E Distributable Amountas applicable) matures. For federal income tax purposes, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the "latest possible maturity date" shall be the Final Maturity Date. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated February 10, 2004, and a Prospectus Supplement, dated February 10, 2004, of the REMIC ProvisionsCompany (together, the “Prospectus”). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated February 12, 2004. The Trust created hereunder is intended to be the “Trust” described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable AmountR Residual Interests and the Certificates: 1REMIC I Interests Class A-L Regular Variable (2) $ 532,631,000.00 March 2034 Class B-1-L Regular Variable (2) 6,599,000.00 March 2034 Class B-2-L Regular Variable (2) 4,399,000.00 March 2034 Class B-3-L Regular Variable (2) 2,749,000.00 March 2034 Class B-4-L Regular Variable (2) 1,099,000.00 March 2034 Class B-5-L Regular Variable (2) 824,000.00 March 2034 Class B-6-L Regular Variable (2) 1,653,584.34 March 2034 Class R-1† Residual 4.549% 100.00 March 2034 * The Distribution Date in the specified month, which is beneficially owned by the holder of Distribution Date in the Class P Certificatemonth following the month the latest maturing Mortgage Loan matures. For federal income tax purposes, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R‑1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) , and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust FundEstate. On the Closing Date, the Depositor will acquire the Certificates from the Trust FundTrust, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust FundEstate. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust FundEstate. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and by the Depositor, the Master Servicer Servicer, the Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund Estate are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer, the Servicer and the Master Servicer Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created herebyEstate, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee an election shall elect be made that portions of the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, REMIC I1, REMIC II, 2 and REMIC III, respectively3 (REMIC 3 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class E, Class P or X and Class R CertificateCertificates, represents ownership of one or more a regular interests interest in the Upper Tier REMIC III for purposes of the REMIC Provisions. The Class P and Class E X Certificates will represent ownership of two regular interests in the Trust Fund but are not interests Upper Tier REMIC as described in any REMIC created hereundernote 3 of the table below for such REMIC. The Class R Certificate represents ownership of the sole class Class of residual interest in each REMIC I, REMIC II, and REMIC III for purposes of the REMIC Provisions. The Upper Tier REMIC I shall hold as its assets all property the several Classes of the Trust Fund other than the uncertificated Lower Tier Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest2, other than the Class R-1 LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1 for purposes of the REMIC Provisions. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table specifies sets forth (or describes) the Class designation, interest rate, and initial principal amount for each Class of REMIC I 1 Lower Tier Interests:. LT1-1-Senior (1) $ 31,099,000 LT1-1-Sub (1) $ 2,072,885 LT1-2-Senior (2) $ 98,863,000 LT1-2-Sub (2) $ 6,591,193 LT1-3-Senior (3) $ 249,713,000 LT1-3-Sub (3) $ 16,647,673 LT1-4-Senior (4) $ 48,425,000 LT1-4-Sub (4) $ 3,228,490

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each Certificate, other than the Class E, Class P or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, and REMIC III for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:: LT1-Pool 1 (1) $ 393,709,415.62 LT1-GSA(1) (1) $ 206,812.28 LT1-Pool 2 5.50% $ 31,823,808.98 LT1-GSA(2) 5.50% $ 16,836.45 LT1-AX (2) (2) LT1-PAX (3) (3) LT1-2AP 0.00% $ 216,346.00 R-1 (4) (4)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated September 19, 2003, and a Prospectus Supplement, dated October 23, 2003, of the REMIC ProvisionsCompany (together, the "Prospectus"). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated October 28, 2003. The Trust created hereunder is intended to be the "Trust" described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable AmountR Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Interest Certificate Initial Class and the Class R-1 Type of Interest Principal Residual Interest Interest Rate (1) Balance Final Maturity Date* ----------------- -------- ----------- --------------- -------------------- Class C-Y-1 Regular 4.500% $ 80,950.68 November 2018 Class C-Y-2 Regular 4.750% 41,165.88 November 2018 Class C-Y-3 Regular 5.000% 80,328.35 November 2018 Class C-Z-1 Regular 4.500% 161,820,415.87 November 2018 Class C-Z-2 Regular 4.750% 82,689,108.68 November 2018 Class C-Z-3 Regular 5.000% 161,354,009.08 November 2018 Class X-M Regular 5.000%(2) -- November 2018 Class P-M Regular (3) 1,023,174.11 November 2018 Class R-1+ Residual 4.750% 100.00 November 2018 * The Distribution Date in the specified month, which is beneficially owned by the holder of month following the Class P Certificatemonth the latest maturing Mortgage Loan in the related Subgroup matures. For federal income tax purposes, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the "latest possible maturity date" shall be the Final Maturity Date. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) ), and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer and the Swap Counterparty. The Depositor Depositor, the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of other than (i) the Basis Risk Reserve Fund, (ii) the rights to receive Prepayment Premiums distributable to the Class E P Certificates and the Class P CertificatesReserve Funds, (iii) the X Component Account, (iv) the Interest Rate Cap Agreement and the Interest Rate Cap Account, (v) the Swap Agreement and the Supplemental Interest Trust and (vi) the Lower Tier Interests) be treated for federal income tax purposes as comprising three four real estate mortgage investment conduits (each a “REMIC” or, in and referred to herein separately as the alternative, “SWAP REMIC,” “REMIC I, 1,” “REMIC II, 2” and “REMIC III, respectively3”). Each Certificate, Certificate (other than the Class EC Certificates, the Class R Certificates and the Class P or Class R Certificate, Certificates) represents ownership of one or more regular interests in REMIC III 3 for purposes of the REMIC Provisions. The In addition, each Offered Certificate represents (i) the right to receive certain payments with respect to Excess Interest and (ii) the obligation to make payments in respect of Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunderI Shortfalls as set forth herein. The Class R Certificate represents ownership of the sole class Class of residual interest in REMIC Ieach of the SWAP REMIC, REMIC II1, REMIC 2 and REMIC III 3 for purposes of the REMIC Provisions. REMIC I 3 shall hold as its assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes Classes of uncertificated REMIC I 2 Regular Interests set out below. Each and each such REMIC I Interest, other than the Class R-1 Interest, 2 Regular Interest is hereby designated as a regular interest in REMIC I. 2. REMIC 2 shall hold as its assets the several Classes of uncertificated REMIC 1 Regular Interests and each such REMIC 1 Regular Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the several Classes of uncertificated SWAP REMIC Regular Interests and each such SWAP REMIC Regular Interest is hereby designated as a regular interest in the SWAP REMIC. The SWAP REMIC shall hold as its assets the property of the Trust Fund other than (i) the Basis Risk Reserve Fund, (ii) the Lower Tier Interests, (iii) the X Component Account, (iv) the Interest Rate Cap Agreement and the Interest Rate Cap Account, (v) the Swap Agreement and the Supplemental Interest Trust and (vi) the rights to receive Prepayment Premiums distributable to the Class P Certificates and the Class P Reserve Funds. The following table specifies sets forth (or describes) the Class designationdesignations, interest rate, rate and initial principal amount for each Class of SWAP REMIC I Interests:: SW-Z $ 51,933,957.120 (1 ) SW2A $ 5,406,957.000 (2 ) SW2B $ 5,406,957.000 (3 ) SW3A $ 5,261,094.000 (2 ) SW3B $ 5,261,094.000 (3 ) SW4A $ 5,119,218.500 (2 ) SW4B $ 5,119,218.500 (3 ) SW5A $ 4,981,220.500 (2 ) SW5B $ 4,981,220.500 (3 ) SW6A $ 4,846,992.000 (2 ) SW6B $ 4,846,992.000 (3 ) SW7A $ 4,716,429.000 (2 ) SW7B $ 4,716,429.000 (3 ) SW8A $ 4,589,430.000 (2 ) SW8B $ 4,589,430.000 (3 ) SW9A $ 4,465,898.000 (2 ) SW9B $ 4,465,898.000 (3 ) SW10A $ 4,345,734.500 (2 ) SW10B $ 4,345,734.500 (3 ) SW11A $ 4,228,849.500 (2 ) SW11B $ 4,228,849.500 (3 ) SW12A $ 4,115,150.500 (2 ) SW12B $ 4,115,150.500 (3 ) SW13A $ 4,004,550.000 (2 ) SW13B $ 4,004,550.000 (3 ) SW14A $ 3,896,963.000 (2 ) SW14B $ 3,896,963.000 (3 ) SW15A $ 3,792,306.000 (2 ) SW15B $ 3,792,306.000 (3 ) SW16A $ 3,690,498.000 (2 ) SW16B $ 3,690,498.000 (3 ) SW17A $ 3,591,461.500 (2 ) SW17B $ 3,591,461.500 (3 ) SW18A $ 3,495,119.000 (2 ) SW18B $ 3,495,119.000 (3 ) SW19A $ 3,401,397.000 (2 ) SW19B $ 3,401,397.000 (3 ) SW20A $ 3,310,894.000 (2 ) SW20B $ 3,310,894.000 (3 ) SW21A $ 3,222,163.500 (2 ) SW21B $ 3,222,163.500 (3 ) SW22A $ 3,136,088.500 (2 ) SW22B $ 3,136,088.500 (3 ) SW23A $ 3,052,101.500 (2 ) SW23B $ 3,052,101.500 (3 ) SW24A $ 2,970,395.000 (2 ) SW24B $ 2,970,395.000 (3 ) SW25A $ 2,891,330.000 (2 ) SW25B $ 2,891,330.000 (3 ) SW26A $ 2,813,976.500 (2 ) SW26B $ 2,813,976.500 (3 ) SW27A $ 2,738,814.000 (2 ) SW27B $ 2,738,814.000 (3 ) SW28A $ 2,665,962.000 (2 ) SW28B $ 2,665,962.000 (3 ) SW29A $ 2,595,175.000 (2 ) SW29B $ 2,595,175.000 (3 ) SW30A $ 2,526,313.000 (2 ) SW30B $ 2,526,313.000 (3 ) SW31A $ 2,459,656.000 (2 ) SW31B $ 2,459,656.000 (3 ) SW32A $ 2,395,549.000 (2 ) SW32B $ 2,395,549.000 (3 ) SW33A $ 2,333,505.000 (2 ) SW33B $ 2,333,505.000 (3 ) SW34A $ 2,273,132.000 (2 ) SW34B $ 2,273,132.000 (3 ) SW35A $ 2,219,053.000 (2 ) SW35B $ 2,219,053.000 (3 ) SW36A $ 8,816,328.500 (2 ) SW36B $ 8,816,328.500 (3 ) SW37A $ 1,920,325.500 (2 ) SW37B $ 1,920,325.500 (3 ) SW38A $ 1,871,123.500 (2 ) SW38B $ 1,871,123.500 (3 ) SW39A $ 1,827,271.000 (2 ) SW39B $ 1,827,271.000 (3 ) SW40A $ 1,782,117.000 (2 ) SW40B $ 1,782,117.000 (3 ) SW41A $ 1,735,576.500 (2 ) SW41B $ 1,735,576.500 (3 ) SW42A $ 1,691,667.500 (2 ) SW42B $ 1,691,667.500 (3 ) SW43A $ 1,648,448.500 (2 ) SW43B $ 1,648,448.500 (3 ) SW44A $ 1,607,990.500 (2 ) SW44B $ 1,607,990.500 (3 ) SW45A $ 1,577,867.000 (2 ) SW45B $ 1,577,867.000 (3 ) SW46A $ 1,555,728.000 (2 ) SW46B $ 1,555,728.000 (3 ) SW47A $ 1,538,113.000 (2 ) SW47B $ 1,538,113.000 (3 ) SW48A $ 1,501,966.000 (2 ) SW48B $ 1,501,966.000 (3 ) SW49A $ 1,485,563.000 (2 ) SW49B $ 1,485,563.000 (3 ) SW50A $ 1,489,783.000 (2 ) SW50B $ 1,489,783.000 (3 ) SW51A $ 1,453,828.500 (2 ) SW51B $ 1,453,828.500 (3 ) SW52A $ 47,514,454.500 (2 ) SW52B $ 47,514,454.500 (3 ) SW53A $ 20,942.000 (2 ) SW53B $ 20,942.000 (3 ) SW54A $ 21,248.500 (2 ) SW54B $ 21,248.500 (3 ) SW55A $ 20,934.500 (2 ) SW55B $ 20,934.500 (3 ) SW56A $ 20,476.000 (2 ) SW56B $ 20,476.000 (3 ) SW57A $ 20,426.500 (2 ) SW57B $ 20,426.500 (3 ) SW58A $ 19,960.000 (2 ) SW58B $ 19,960.000 (3 ) SW59A $ 19,445.500 (2 ) SW59B $ 19,445.500 (3 ) SW60A $ 644,559.500 (2 ) SW60B $ 644,559.500 (3 ) SW-R (4 ) (4 )

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated February 10, 2004, and a Prospectus Supplement, dated June 25, 2004, of the REMIC ProvisionsCompany (together, the "Prospectus"). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated June 29, 2004. The Trust created hereunder is intended to be the "Trust" described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable Amount, which is beneficially owned by R Residual Interests and the holder of the Certificates: REMIC I Interests Class P Certificate, Designation for each REMIC I Regular Interest and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Certificate Initial Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Residual Interest Type of Interest Principal Interest Rate (1) Balance Final Maturity Date* ---------------------- ------------ -------------------- -------------------- ------------------------ Class designation, interest rate, and principal amount for each C-Y-1 Regular 6.500% $ 16,807.49 September 2016 Class of REMIC I Interests:C-Y-2 Regular 7.000% 77,391.09 July 2033 Class C-Z-1 Regular 6.500% 33,769,873.50 September 2016 Class C-Z-2 Regular 7.000% 154,704,791.37 July 2033 Class I-X-M Regular (2) ----- September 2016 Class II-X-M Regular (2) ----- July 2033 Class I-P-M Regular (3) 370,106.42 September 2016 Class II-P-M Regular (3) 2,495,267.86 July 2033 Class R-1+ Residual 6.500% 100.00 July 2033

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from Lehm▇▇ ▇▇▇▇▇▇ Brothers thers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of excluding the Class E P1 Distributable Amount and the Class P CertificatesP2 Distributable Amount) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, II and REMIC III, respectivelyIII (the “Upper Tier REMIC”)). Each Certificate, Underlying REMIC Certificate and each Certificate (other than the Exchange and Exchangeable Certificates, the Class EP1, Class P or P2, Class LT-R and Class R CertificateCertificates), represents ownership of one or more regular interests in the Upper Tier REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests LT-R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the Trust Fund but are not interests in any REMIC created hereunderProvisions. The Class R Certificate represents ownership of the sole class of residual interest in each remaining REMIC I, REMIC II, and REMIC III for purposes of the REMIC Provisions. The Upper Tier REMIC I shall hold as its assets all property the several Classes of the Trust Fund other than the uncertificated Lower Tier Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 R-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC II. REMIC II shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC I and REMIC II. The following table specifies the Class designation, interest rate, and principal amount startup day for each Class REMIC created hereby for purposes of the REMIC I Interests:Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the later (or latest) date provided in the definition of Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇L▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of excluding the Supplemental Interest Trust, the Supplemental Prepayment Trust, the Class E P Distributable Amount, any Cap Agreement, any Basis Risk Reserve Fund and Class P Certificatesany FPD Premiums) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, II and REMIC III, respectivelyIII (the “Upper Tier REMIC”)). Each Certificate, Underlying REMIC Certificate and each Certificate (other than the Exchange and Exchangeable Certificates, the Class EP Components of the Class 12-A3 and Class 12-A8 Certificates, the Class P, Class P or X, Class LT-R and Class R CertificateCertificates, and exclusive of the right to receive any FPD Premiums in the case of the Class 2-A2, Class 8-A2 and Class 12-A2 Certificates), represents ownership of one or more regular interests in the Upper Tier REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests LT-R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the Trust Fund but are not interests in any REMIC created hereunderProvisions. The Class R Certificate represents ownership of the sole class of residual interest in each remaining REMIC I, REMIC II, and REMIC III for purposes of the REMIC Provisions. The Upper Tier REMIC I shall hold as its assets all property the several Classes of the Trust Fund other than the uncertificated Lower Tier Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 R-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC II. REMIC II shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC I and REMIC II. The following table specifies the Class designation, interest rate, and principal amount startup day for each Class REMIC created hereby for purposes of the REMIC I Interests:Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the later (or latest) date provided in the definition of Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇L▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) ), and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein and the Swap Counterparty. The Depositor Depositor, the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, elections shall be made in accordance with the Trustee shall elect provisions of Section 10.01 that the Trust Fund (exclusive of amounts payable in respect of other than (i) the Swap Agreement, (ii) the Supplemental Interest Trust, (iii) the Cap Agreement, (iv) the Reserve Fund, (v) the rights to receive Prepayment Penalty Amounts distributable to the Class E AP Certificates and the Class P CertificatesAP Reserve Fund and (vi) the Lower Tier Interests) be treated for federal income tax purposes as comprising three two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “REMIC I, 1” and “REMIC II, and REMIC III, respectively2”). Each Certificate, of the Certificates (other than the Class E, Class P or Class R Certificate, Class AP Certificate, the Class A1 Certificates, the Exchange Certificates and the Exchangeable Certificates), the Class A1 REMIC Interest and each of the Underlying REMIC Certificates represents ownership of one or more regular interests in REMIC III 2 for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class Class of residual interest in each of REMIC I, REMIC II, 1 and REMIC III 2 for purposes of the REMIC Provisions. REMIC I 2 shall hold as its assets all the classes of REMIC 1 Regular Interests and the REMIC 1 Regular Interests are hereby designated as regular interests in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than (i) the Interests in REMIC I and REMIC IISwap Agreement, (ii) the Supplemental Interest Trust, (iii) the Cap Agreement, (iv) the Reserve Fund, (v) the rights to receive Prepayment Penalty Amounts distributable to the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, AP Certificates and the Class E Distributable Amount, which is beneficially owned by AP Reserve Fund and (vi) the holder Lower Tier Interests. Each of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I 1 Interests set out below. Each such REMIC I Interest, forth below (other than the Class R-1 LT1-R Interest, ) is referred to herein as a REMIC 1 Regular Interest and is hereby designated as a regular interest in REMIC I. 1. The Class LT1-R Interest is hereby designated as the sole class of residual interest in REMIC 1. The following table specifies the Class class designation, interest rate, and principal amount and Classes of Corresponding Certificates for each Class class of REMIC I 1 Interests:: REMIC 1 Pass-Through Corresponding Class Designation Initial Balance Rate Certificates or REMIC 2 Regular Interest LT1-AR (1) (2) R LT1-A1 (1) (2) Class A1 REMIC Interest, A1X LT1-A21 (1) (2) A▇▇ ▇▇▇-▇▇▇ (1) (2) A▇▇ ▇▇▇-▇▇▇ (1) (2) A▇▇ ▇▇▇-▇▇▇ (1) (2) A▇▇ ▇▇▇-▇▇ (1) (2) B1 LT1-B2 (1) (2) B2 LT1-B3 (1) (2) B3 LT1-B4 (1) (2) B4 LT1-B5 (1) (2) B5 LT1-B6 (1) (2) B▇ ▇▇▇-▇ (3) (3) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, issuance to the Master Servicer Company of the REMIC II Regular Interests and the Trustee herein with respect to the Mortgage Loans Certificates, such REMIC II Regular Interests and the other property constituting Class R-2 Residual Interest representing in the Trust Fund are for aggregate the benefit of the Holders from time to time of the Certificatesentire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Junior Subordinate and Class EY Certificates, have been offered for sale pursuant to a Prospectus, dated February 10, 2004, and a Prospectus Supplement, dated January 13, 2005, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated January 18, 2005. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class P or Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests and the Class R Certificate, represents ownership Residual Interests: Class Designation for each REMIC I Regular Interest and the Class R-1 Residual Interest Type of one or more regular interests in REMIC III for purposes of the REMIC Provisions. Interest Certificate Interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class LT1 Regular Variable (2) $2,970,961,901.17 January 2045 Class LT2 Regular Variable (2) 142,010.68 January 2045 Class LT3 Regular Variable (3) 155,130.74 January 2045 Class LT4 Regular Variable (4) 155,130.74 January 2045 Class R-1† Residual 3.724% 100.00 January 2045 * The Class P and Class E Certificates will represent interests Distribution Date in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, and REMIC III for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amountspecified month, which is beneficially owned by the holder of month following the Class P Certificatemonth in which the latest maturing Mortgage Loan matures. For federal income tax purposes, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R‑1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being Trust Fund that is hereby conveyed by it to the Trustee in return for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinFor federal income tax purposes, the Trustee shall elect that treat the Trust Fund as consisting of a trust (exclusive of amounts payable in respect the “ES Trust”) beneath which is one real estate mortgage investment conduit (the “Master REMIC”) and shall make all elections as necessary for such treatment. The Master REMIC will hold all the assets of the Trust Fund and will issue several classes of uncertificated Master REMIC Interests. The Class E A-R Interest is hereby designated as the residual interest in the Master REMIC and Class P Certificates) be treated each other Master REMIC Interest is hereby designated as a regular interest in the Master REMIC. The “latest possible maturity date,” for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” orpurposes, in of all REMIC regular interests created hereby will be the alternativeLatest Possible Maturity Date. The ES Trust shall hold the MR-A-R Interest, all Master REMIC I, REMIC II, regular interests and REMIC III, respectively)shall issue the Certificates. Each Certificate, other than the Class E, Class P or Class A-R Certificate, represents will represent ownership of one or more of the Master REMIC regular interests in REMIC III for purposes of held by the REMIC ProvisionsES Trust. The Class P and Class E Certificates A-R Certificate will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the MR-A-R Interest, which is the sole class Class of REMIC residual interest in REMIC I, REMIC II, the Master REMIC. For federal income tax purposes the Trustee shall treat the ES Trust as a Grantor Trust and REMIC III for purposes shall treat each Holder of an ES Trust Certificate as the owner of the REMIC Provisionsindividual, underlying assets represented by such ES Trust Certificate. REMIC I In addition, to the fullest extent possible, ownership of an ES Trust Certificate shall hold be treated as assets all property direct ownership of the individual, underlying assets represented by such ES Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder Certificate for federal income tax reporting purposes. The ES Trust will not form part of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificateany REMIC. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies sets forth characteristics of the ES Trust Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Residual Certificate representing the Tax Matters Person Certificate may be issued in a different amount): Class designation1-A-1 $ 69,855,000 (1 ) $ 25,000.00 $ 1.00 MR-1-A-1 Class 1-A-2 $ 4,807,817 (1 ) $ 25,000.00 $ 1.00 MR-1-A-2 Class 2-A-1 $ 37,729,000 6.00 % $ 25,000.00 $ 1.00 MR-2-A-1 Class 2-A-2 $ 3,255,377 6.00 % $ 25,000.00 $ 1.00 MR-2-A-2 Class 2-A-3 $ 40,984,377 6.00 % $ 25,000.00 $ 1.00 M▇-▇-▇-▇, interest rate, and principal amount for each ▇▇-▇-▇-▇ Class of REMIC I Interests:A-R (2) $ 100 6.00 % (3 ) (3 ) N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “"Seller”) "), and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable other than the rights to Prepayment Penalty Amounts, the Cap Agreements, the Cap Agreement Reserve Fund, and the interests in respect of the Class E and Class P Certificatesgrantor trusts described in Section 10.01 hereof) shall be treated for federal income tax purposes as comprising three five real estate mortgage investment conduits (each a “"REMIC” " or, in the alternative, REMIC I1, REMIC II2, REMIC 3, REMIC 4 and REMIC III5, respectively(REMIC 5 also being referred to herein as the "Upper Tier REMIC")). Each Certificate, other than the Class EP-I, Class P or P-II, Class P-III, Class P-IV, Class CX and the Class R Certificate, represents ownership of one or more regular interests in the Upper Tier REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in each of REMIC I1, REMIC II2, REMIC 3, REMIC 4, and REMIC III 5 for purposes of the REMIC Provisions. The Upper Tier REMIC I shall hold as assets the several classes of uncertificated REMIC 4 Regular Interests, the Class LT2-3AXIO Interest, the Class LT2-3PAXIO Interest, the Class LT2-5AXIO Interest and the Class LT2-5PAXIO Interest. Each REMIC 4 Regular Interest is hereby designated as a regular interest in REMIC 4. REMIC 4 shall hold as assets the several classes of uncertificated REMIC 3 Regular Interests. Each REMIC 3 Regular Interest is hereby designated as a regular interest in REMIC 3. REMIC 3 shall hold as assets the several classes of uncertificated REMIC 2 Regular Interests, other than the Class LT2-3AXIO Interest, the Class LT2-3PAXIO Interest, the Class LT2-5AXIO Interest and the Class LT2-5PAXIO Interest. Each REMIC 2 Regular Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as assets the several classes of uncertificated REMIC 1 Regular Interests. Each REMIC 1 Regular Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II2 Regular Interests, the Class P Distributable AmountREMIC 3 Regular Interests, which is beneficially owned by the holder of REMIC 4 Regular Interests, the Class P CertificateREMIC 5 Regular Interests, the Cap Agreements, the Cap Agreement Reserve Fund, the rights to Prepayment Penalty Amounts and interests in the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest grantor trusts described in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:Section 10.01 hereof.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Mortgage Trust Fund. On the Closing Date, the Depositor Company will acquire the Mortgage Trust Certificates and the Class R-1 Certificates from the Mortgage Trust Fund, Fund as consideration for its transfer to the Mortgage Trust Fund of the Mortgage Loans and certain other assets and will be the other property constituting owner of the Mortgage Trust FundCertificates and the Class R-1 Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting issuance to the Company of the Mortgage Trust FundCertificates representing in the aggregate the entire beneficial ownership of the Mortgage Trust Fund (except for that portion represented by the Class R-1 Certificates), the conveyance to the Trustee by the Company of the Mortgage Trust Certificates and the issuance of the Certificate Trust Certificates representing in the aggregate the entire beneficial interest in the Certificate Trust Fund (except for that portion represented by the Class R Certificates). On the Closing Date, the Company will acquire the Certificate Trust Certificates and the ClassR Certificates from the Certificate Trust Fund as consideration for its transfer to the Certificate Trust Fund of the Mortgage Trust Certificates and will be the owner of the Certificate Trust Certificates and the Class R Certificates. All covenants and agreements made by the Depositor, the Master Servicer Company and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Mortgage Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Mortgage Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each Certificate, other than the Class E, Class P or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, and REMIC III for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:R-1

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “"Seller”) "), and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of other than the Class E and Class P Certificatesrights to Prepayment Penalty Amounts) be treated for federal income tax purposes as comprising three five real estate mortgage investment conduits (each a “"REMIC” " or, in the alternative, REMIC I1, REMIC II2, REMIC 3, REMIC 4 and REMIC III5, respectively(REMIC 5 also being referred to herein as the "Upper Tier REMIC")). As is described in Section 10.01 hereof, the Trust Fund will also be treated for federal income tax purposes as including five grantor trusts. Each Certificate, other than the Class E, P-I and Class P or P-II Certificates and the Class R Certificate, represents ownership of one or more a regular interests interest in the Upper Tier REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in each of REMIC I1, REMIC II2, REMIC 3, REMIC 4, and REMIC III 5 for purposes of the REMIC Provisions. The Upper Tier REMIC I shall hold as assets the several classes of uncertificated REMIC 4 Regular Interests, the Class LT2-2AXIO Interest and the Class LT2-2PAXIO Interest. Each REMIC 4 Regular Interest is hereby designated as a regular interest in REMIC 4. REMIC 4 shall hold as assets the several classes of uncertificated REMIC 3 Regular Interests. Each REMIC 3 Regular Interest is hereby designated as a regular interest in REMIC 3. REMIC 3 shall hold as assets the several classes of uncertificated REMIC 2 Regular Interests, other than the Class LT2-2AXIO Interest and the Class LT2-2PAXIO Interest. Each REMIC 2 Regular Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as assets the several classes of uncertificated REMIC 1 Regular Interests. Each REMIC 1 Regular Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II2 Regular Interests, the Class P Distributable AmountREMIC 3 Regular Interests, which is beneficially owned by the holder of REMIC 4 Regular Interests, the Class P Certificate, REMIC 5 Regular Interests and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:rights to Prepayment Penalty Amounts.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated May 20, 2003, and a Prospectus Supplement, dated August 22, 2003, of the REMIC ProvisionsCompany (together, the “Prospectus”). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated August 26, 2003. The Trust created hereunder is intended to be the “Trust” described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable AmountR Residual Interests and the Certificates: Certificate Interest Rate (1) Initial Class Principal Balance Class C-Y-1 Regular 4 .500% $143,669 .16 September 2018 Class C-Y-2 Regular 5 .000% 186,111 .28 September 2018 Class C-Z-1 Regular 4 .500% 287,194,643 .81 September 2018 Class C-Z-2 Regular 5 .000% 374,348,220 .73 September 2018 Class X-M Regular 5 .000%(2) ------ September 2018 Class P-M Regular (3) 1,692,931 .16 September 2018 Class R-1+ Residual 4 .500% 100 .00 September 2018 * The Distribution Date in the specified month, which is beneficially owned by the holder of month following the Class P Certificatemonth the latest maturing Mortgage Loan in the related Subgroup matures. For federal income tax purposes, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated February 10, 2004, and a Prospectus Supplement, dated May 20, 2004, of the REMIC ProvisionsCompany (together, the "Prospectus"). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated May 24, 2004. The Trust created hereunder is intended to be the "Trust" described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. I Regular Interests, the REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIII Regular Interests, the Class P Distributable Amount, which is beneficially owned by R Residual Interests and the holder of the Certificates: REMIC I Interests Class P Certificate, Designation for each REMIC I Regular Interest and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Certificate Initial Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Residual Type of Interest Principal Interest Interest Rate (1) Balance Final Maturity Date* ---------------------- ------------ -------------------- -------------------- ------------------------ Class designation, interest rate, and principal amount for each C-Y-1 Regular 5.250% $ 27,092.76 June 2019 Class of REMIC I Interests:C-Y-2 Regular 5.000% 51,161.38 June 2034 Class C-Y-3 Regular 5.500% 66,368.58 June 2034 Class C-Y-4 Regular 6.000% 89,056.54 June 2034 Class C-Z-1 Regular 5.250% 54,158,431.46 June 2019 Class C-Z-2 Regular 5.000% 102,271,591.50 June 2034 Class C-Z-3 Regular 5.500% 134,104,945.02 June 2034 Class C-Z-4 Regular 6.000% 179,948,442.79 June 2034 Class C-X-M Regular 5.500%(2) ----- June 2034 Class V-X-M Regular 5.000%(2) ----- June 2019 Class C-P-M Regular (3) 1,805,856.36 June 2019 Class R-1+ Residual 5.500% 100.00 June 2034

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated February 10, 2004, and a Prospectus Supplement, dated July 26, 2004, of the REMIC ProvisionsCompany (together, the "Prospectus"). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated July 28, 2004. The Trust created hereunder is intended to be the "Trust" described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable Amount, which is beneficially owned by R Residual Interests and the holder of the Certificates: REMIC I Interests Class P Certificate, Designation for each REMIC I Regular Interest and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Certificate Initial Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Residual Interest Type of Interest Principal Interest Rate (1) Balance Final Maturity Date* ---------------------- ------------ -------------------- -------------------- ------------------------ Class designation, interest rate, and principal amount for each C-Y-1 Regular Variable(2) $ 41,767.00 May 2019 Class of REMIC I Interests:C-Y-2 Regular Variable(3) 130,317.51 August 2038 Class C-Z-1 Regular Variable(2) 83,492,233.88 May 2019 Class C-Z-2 Regular Variable(3) 260,522,499.55 August 2038 Class R-1+ Residual 6.102% 100.00 August 2038

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated March 19, 2003, and a Prospectus Supplement, dated March 26, 2003, of the REMIC ProvisionsCompany (together, the “Prospectus”). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated March 28, 2003. The Trust created hereunder is intended to be the “Trust” described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC IPrincipal Balance, REMIC II, initial Component Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable AmountR Residual Interests and the Certificates: Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class C-Y-1 Regular 5.750% $ 9,036.07 March 2033 Class C-Y-2 Regular 6.000% 58,114.35 March 2033 Class C-Z-1 Regular 5.750% 18,067,494.50 March 2033 Class C-Z-2 Regular 6.000% 116,170,591.69 March 2033 Class III-A-1-M Regular 5.750% 78,902,160.00 May 2033 Class III-A-2-M Regular 9.200% 2,318,840.00 May 2033 Class III-A-3-M Regular 4.950% 10,000,000.00 May 2033 Class III-A-4-M Regular 9.300% 7,111,900.00 May 2033 Class III-A-5-M Regular 5.300% 56,105,100.00 May 2033 Class III-A-6-M Regular (2) (2) May 2033 Class III-A-7-M Regular 5.750% (3) 4,638,000.00 May 2033 Class III-A-8-M Regular 5.750% 1,000,000.00 May 2033 Class C-X-M Regular 5.750% (4) ---- March 2033 Class III-X-M Regular 5.750% (4) ---- May 2033 Class C-P-M Regular (5) 992,767.88 March 2033 Class III-P-M Regular (5) 916,712.53 May 2033 Class III-B-1-M Regular 5.750% 3,774,500.00 May 2033 Class III-B-2-M Regular 5.750% 1,553,400.00 May 2033 Class III-B-3-M Regular 5.750% 1,061,600.00 May 2033 Class III-B-4-M Regular 5.750% 589,700.00 May 2033 Class III-B-5-M Regular 5.750% 471,800.00 May 2033 Class III-B-6-M Regular 5.750% 471,886.76 May 2033 Class R-1 † Residual 5.750% 100.00 May 2033 * The Distribution Date in the specified month, which is beneficially owned by the holder of month following the Class P Certificatemonth the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, and the Class E Distributable Amountas applicable) matures. For federal income tax purposes, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) , and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust FundEstate. On the Closing Date, the Depositor will acquire the Certificates from the Trust FundTrust, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust FundEstate. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust FundEstate. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and by the Depositor, the Master Servicer Servicer, the Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund Estate are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer, the Servicer and the Master Servicer Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created herebyEstate, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee an election shall elect be made that portions of the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, Lower-Tier REMIC I, Lower-Tier REMIC II, REMIC 2 and REMIC III, respectively3 (REMIC 3 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class E, Class P or Class R CertificateCertificates, represents ownership of one or more a regular interests interest in the Upper Tier REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class Class of residual interest in each REMIC Ifor purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several uncertificated interests in REMIC 2, REMIC IIother than the LT2-R Interest, and each such interest is hereby designated as a regular interest in REMIC III 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the several Classes of uncertificated interests in Lower-Tier REMIC I and Lower-Tier REMIC II, other than the LT-RI and LTR-II Interests, and each such interest is hereby designated as a regular interest in Lower-Tier REMIC I or Lower-Tier REMIC II, as applicable, for purposes of the REMIC Provisions. Lower-Tier REMIC I shall hold as its assets all property the Pool I Mortgage Loans and any related assets and Lower Tier REMIC II shall hold as assets the Pool II Mortgage Loans and related assets. The startup day for each REMIC created hereby for purposes of the Trust Fund other than REMIC Provisions is the Interests in Closing Date. In addition, for purposes of the REMIC I and REMIC IIProvisions, the Class P Distributable Amountlatest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth (or describes) the designation, which is beneficially owned by the holder of the Class P Certificateinterest rate, and the Class E Distributable Amountinitial principal balance for each interest in Lower-Tier REMIC I, which is beneficially owned by the holder each of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interestwhich, other than the Class R-1 LT-RI Interest, is hereby designated as a regular interest in (each, a “REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC LT-I Interests:Regular Interest). LTI-1-Senior (1) $ 155,874,201.62 Loan Group I-1 LTI-1-Sub (1) $ 115,436.38 Loan Group I-1 LT1-2-Senior (2) $ 63,373,205.63 Loan Group I-2 LTI-2-Sub (2) $ 46,931.37 Loan Group I-2 LTI-3-Senior (3) $ 25,791,154.43 Loan Group I-3 LTI-3-Sub (3) $ 19,102.57 Loan Group I-3 LT-RI (4) (4) NA ____________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, I and REMIC II, and REMIC III, respectively). Each Certificate, other than the a Class E, a Class P or Class R Certificate, represents ownership of one or more regular interests in the REMIC III II for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, I and REMIC III II for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC III, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I II shall issue hold as assets the several classes of uncertificated REMIC I Interests Interests, other than the Class R-1 Interest, set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:: LT-1A1 5.50% $ 60,000,000.00 1-A1 LT-1A2 5.50% $ 50,000,000.00 1-A2 (1) 1-A4 LT-1A3 5.50% $ 101,053,000.00 1-A3 LT-1AX (2) (2) 1-AX LT-1PAX (3) (3) 1-PAX LT-1AP 0.00% $ 1,236,484.00 1-AP LT-2A1 5.25% $ 66,538,000.00 2-A1 (4) 2-A6 LT-2A2 5.25% $ 81,992,000.00 2-A2 LT-2A3 5.50% $ 42,954,545.00 2-A3 LT-2A4 0.00% $ 2,045,455.00 2-A4 LT-2A5 5.25% $ 2,000.00 2-A5 LT-2AX (5) (5) 2-AX LT-2AP 0.00% $ 997,064.00 2-AP LT-1B1 5.50% $ 5,740,000.00 1B1 LT-1B2 5.50% $ 1,510,000.00 1B2 LT-2B1 5.25% $ 3,495,000.00 2B1 LT-2B2 5.25% $ 599,000.00 2B2 LT-B3(1) 5.50% $ 1,057,000.00 B3 LT-B3(2) 5.25% $ 499,000.00 ▇▇ ▇▇-▇▇▇ 5.50% $ 604,000.00 1B4 LT-1B5 5.50% $ 453,000.00 1B5 LT-1B6 5.50% $ 454,945.00 1B6 LT-2B4 5.25% $ 199,000.00 2B4 LT-2B5 5.25% $ 199,000.00 2B5 LT-2B6 5.25% $ 202,218.00 2B6 LT-R 5.50% $ 100.00 R __________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, I and REMIC II, and REMIC III, respectively). Each Certificate, other than the Class E, Class P or Class R Certificate, represents ownership of one or more regular interests in REMIC III II for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, I and REMIC III II for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:: LT1-A1 5.75% $ 333,873,000.00 Class 1-A1 LT1-A2 5.75% $ 10,859,000.00 Class 1-A2 LT2-A1 5.40% $ 154,303,000.00 Class 2-A1 LT2-A2 5.40% $ 33,201,000.00 Class 2-A2 LT2-A3 5.40% $ 6,099,000.00 Class 2-A3 LT2-A4 5.40% $ 3,882,000.00 Class 2-A4 LT3-A1 5.50% $ 31,923,000.00 Class 3-A1 LT3-A2 5.50% $ 76,001,933.00 Class 3-A2 LT3-A3 5.50% $ 27,637,067.00 Class 3-A3 LT3-A4 5.50% $ 13,236,000.00 Class 3-A4 LT3-A5 5.50% $ 64,023,000.00 Class 3-A5, Class 3-A6 LT4-A1 5.50% $ 29,405,000.00 Class 4-A1 LT4-A2 5.50% $ 103,437,000.00 Class 4-A2, Class 4-A3 LT4-A4 5.50% $ 22,759,000.00 Class 4-A4 LT4-A5 5.50% $ 8,276,000.00 Class 4-A5 LT4-A6 5.50% $ 5,000.00 Class 4-A6 LT4-A7 5.50% $ 4,000,000.00 Class 4-A7 LT4-A8 5.50% $ 10,000,000.00 Class 4-A8, Class 4-A10 LT4-A9 5.50% $ 18,149,000.00 Class 4-A9 LT5-A1 6.95002609000000% $ 28,937,899.00 Class 5-A1, Class 5-A2, Class 5-A3 LT5-A2 5.53882266307749% $ 164,441,101.00 Class 5-A1, Class 5-A2 LT5-A4 5.75% $ 2,340,000.00 Class 5-A4 LT5-A5 5.75% $ 12,781,000.00 Class 5-A5 LT5-A6 5.75% $ 16,092,324.00 Class 5-A6, Class 5-A10 LT5-A7 5.75% $ 30,189,274.00 Class 5-A7, Class 5-A10 LT5-A8 5.75% $ 81,622,851.00 Class 5-A8, Class 5-A10 LT5-A9 5.75% $ 19,731,551.00 Class 5-A9, Class 5-A10 LT6-A1 5.00% $ 94,576,000.00 Class 6-A1 LT7-A1 (1) $ 42,762,000.00 Class 7-A1 LT8-A1 6.00% $ 199,435,000.00 Class 8-A1 LT-AP 0.00% $ 8,119,206.00 Class AP LT-AX (2) (2) Class AX LT-PAX (3) (3) Class PAX LT1-AR 5.75% $ 100.00 Class R LT1-GSA (4) $ 113,187.20 N/A LT1-Pool (4) $ 11,205,533.12 N/A LT2-GSA (5) $ 64,827.24 N/A LT2-Pool (5) $ 6,417,897.11 N/A LT3-GSA (6) $ 69,461.29 N/A LT3-Pool (6) $ 6,876,667.28 N/A LT4-GSA (7) $ 64,145.96 N/A LT4-Pool (7) $ 6,350,450.26 N/A LT5-GSA (8) $ 115,836.65 N/A LT5-Pool (8) $ 11,467,828.81 N/A LT6-GSA (9) $ 30,982.26 N/A LT6-Pool (9) $ 3,067,243.96 N/A LT7-GSA (1) $ 13,908.76 N/A LT7-Pool (1) $ 1,376,967.57 N/A LT8-GSA (10) $ 64,995.48 N/A LT8-Pool (10) $ 6,434,552.79 N/A R-1 (11) (11) (11) _________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Capital, A Division of ▇▇▇▇▇▇ Brothers Holdings Inc. and ▇▇▇▇▇▇ Brothers Bank, FSB (the “each, a "Seller”") and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three four real estate mortgage investment conduits (each a “"REMIC” " or, in the alternative, REMIC I, REMIC II, REMIC III and REMIC IIIIV, respectively). Each Certificate, other than the a Class E, a Class P or Class R Certificate, represents ownership of one or more regular interests in the REMIC III IV for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, REMIC III and REMIC III IV for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in any REMIC I and REMIC IIformed hereby, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, Certificate and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I II shall issue hold as assets the several classes of uncertificated REMIC I Interests Interests, other than the Class R-1 Interest, set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount initial Class Principal Amount for each Class of REMIC I Interests:: LT1-Pool 1 6.25% $ 299,048,865.75

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor Company and the Master Servicer are entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated February 10, 2004, and a Prospectus Supplement, dated February 23, 2005, of the REMIC ProvisionsCompany (together, the “Prospectus”). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated February 25, 2005. The Trust created hereunder is intended to be the “Trust” described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable AmountR Residual Interests and the Certificates: Class C-Y-1 Regular 5.500% $ 157,550.59 March 2035 Class C-Y-2 Regular 6.000% 66,120.67 March 2035 Class C-Y-3 Regular 5.000% 11,234.55 March 2020 Class C-Y-4 Regular 6.500% 9,591.17 March 2035 Class C-Z-1 Regular 5.500% 314,943,634.72 March 2035 Class C-Z-2 Regular 6.000% 132,762,009.57 March 2035 Class C-Z-3 Regular 5.000% 22,457,860.29 March 2020 Class C-Z-4 Regular 6.500% 19,257,867.36 March 2035 Class D-X-M Regular 5.500%(2) ----- March 2035 Class C-X-M Regular 5.500%(2) ----- March 2035 Class C-P-M Regular (3) 912,192.14 March 2035 Class 3-P-M Regular (3) 224,290.21 March 2020 Class R-1† Residual 5.500% 100.00 March 2035 * The Distribution Date in the specified month, which is beneficially owned by the holder of month following the Class P Certificatemonth the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, and the Class E Distributable Amountas applicable) matures. For federal income tax purposes, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇L▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, I and REMIC II, and REMIC III, respectively). Each Certificate, other than the Class E, Class P or Class R CertificateCertificates, represents ownership of one or more regular interests in REMIC III II for purposes of the REMIC Provisions. The Class P and Class E Certificates will shall represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, I and REMIC III II for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC III, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P CertificateCertificates, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:: LT1-Pool 1 5.50 % $ 48,925,063.61 LT1-GSA(1) 5.50 % $ 20,565.29 LT1-Pool 2 (1 ) $ 433,609,809.71 LT1-GSA(2) (1 ) $ 182,200.10 R-1 (2 ) (2)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated May 20, 2003, and a Prospectus Supplement, dated July 22, 2003, of the REMIC ProvisionsCompany (together, the “Prospectus”). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated July 25, 2003. The Trust created hereunder is intended to be the “Trust” described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable AmountR Residual Interests and the Certificates: Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Class A-L Regular Variable (2) $1,214,965,000.00 August 2033 Class B-1-L Regular Variable (2) 13,124,000.00 August 2033 Class B-2-L Regular Variable (2) 9,999,000.00 August 2033 Class B-3-L Regular Variable (2) 4,999,000.00 August2033 Class B-4-L Regular Variable (2) 1,874,000.00 August 2033 Class B-5-L Regular Variable (2) 1,874,000.00 August 2033 Class B-6-L Regular Variable (2) 3,129,033.60 August 2033 Class R-1† Residual 4.256 100.00 August 2033 * The Distribution Date in the specified month, which is beneficially owned by the holder of Distribution Date in the Class P Certificatemonth following the month the latest maturing Mortgage Loan matures. For federal income tax purposes, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) , and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Sale Agreement and by the Depositor, the Master Servicer Seller, the Servicer, the Credit Risk Manager and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, the NIMS Insurer, if any. The Depositor Depositor, the Seller, the Master Servicer, the Securities Administrator, the Custodian, the Servicer, the Trustee, and the Master Servicer Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee an election shall elect be made that the Trust Fund (exclusive of amounts payable in respect of (i) the Swap Agreement, (ii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iii) the Basis Risk Reserve Fund, (iv) the Supplemental Interest Trust (v) the Supplemental Interest Trust Account, and (vi) the obligation to pay Class E and Class P CertificatesI Shortfalls (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, alternative “REMIC I, 1,” “REMIC II, 2,” and “REMIC III, respectively3,” also being referred to as the “Upper Tier REMIC”). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class E, Class P or Class R Certificate, represents ownership of one or more a regular interests interest in the Upper Tier REMIC III for purposes of the REMIC Provisions. The In addition, each Certificate, other than the Class R, Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the obligation to pay Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunderI Shortfalls. The Class R Certificate represents ownership of the sole class Class of residual interest in each of REMIC I1, REMIC II, 2 and the Upper Tier REMIC III for purposes of the REMIC Provisions. The Upper Tier REMIC I shall hold as its assets all property of the Trust Fund other than the uncertificated Lower Tier Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest2, other than the Class R-1 InterestLT2-R interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. The following table specifies 2 for purposes of the Class designationREMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests in REMIC 1, interest rateother than the LT1-R interest, and principal amount each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2 and the Excluded Trust Assets. The startup day for each Class REMIC created hereby for purposes of the REMIC I Interests:Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, I and REMIC II, and REMIC III, respectively). Each Certificate, other than the Class E, Class P or Class R Certificate, represents ownership of one or more regular interests in REMIC III II for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, I and REMIC III II for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, II and the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:: LT1-A1 7.000% $ 27,774,000.00 1-A1, 1-A2 LT1-A3 5.750% $125,000,000.00 1-A3 LT1-A4 5.500% $ 55,000,000.00 1-A4 LT1-A5 5.000% $ 27,959,000.00 1-A5 LT1-A6 5.750% $ 14,294,000.00 1-A6 LT1-A7 5.750% $ 596,000.00 1-7 LT1-A8 5.750% $ 29,010,000.00 1-8 LT1-A9 5.750% $ 1,934,000.00 1-A9 LT1-AX (1) (1) AX LT1-PAX (2) (2) PAX LT1-AP 0.00% $ 4,011,216.00 AP LT2-B1 5.750% $ 5,949,000.00 ▇▇ ▇▇▇-▇▇ 5.750% $ 2,231,000.00 ▇▇ ▇▇▇-▇▇ 5.750% $ 1,189,000.00 ▇▇ ▇▇▇-▇▇ 5.750% $ 446,000.00 ▇▇ ▇▇▇-▇▇ 5.750% $ 743,000.00 ▇▇ ▇▇▇-▇▇ 5.750% $ 743,000.00 ▇▇ ▇▇▇-▇▇ 5.750% $ 598,528.00 ▇▇ ▇-▇ (3) (3) R

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, I and REMIC II, and REMIC III, respectively). Each Certificate, other than the Class E, Class P or Class R Certificate, represents ownership of one or more regular interests in REMIC III II for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, I and REMIC III II for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:: LT1-A1A 6.95% $ 40,621,000.00 Class 1-A1, 1-A7 LT1-A1B 5.12717697472% $ 157,985,000.00 Class 1-A1 LT1-A2 5.50% $ 12,442,000.00 Class 1-A2 LT1-A3 5.50% $ 39,917,000.00 Class 1-A3 LT1-A4 5.50% $ 13,048,436.00 Class 1-A4 LT1-A5 5.50% $ 10,227,564.00 Class 1-A5 LT1-A6 5.50% $ 1,000.00 Class 1-A6 LT2-A1 5.75% $ 30,126,000.00 Class 2-A1 LT2-A2 5.75% $ 1,174,000.00 Class 2-A2 LT2-A3 7.50% $ 75,113,400.00 Class 2-A3, 2-A4 LT2-A5 5.75% $ 5,474,000.00 Class 2-A5 LT2-A6 5.00% $ 175,264,600.00 Class 2-A6 LT3-A1 (1) $ 95,733,000.00 Class 3-A1 LT4-A1 5.75% $ 190,503,000.00 Class 4-A1 LT4-A2 5.75% $ 7,422,000.00 Class 4-A2 LT-AP 0.00% $ 6,305,733.00 Class AP LT-AX (2) (2) Class AX LT-PAX (3) (3) Class PAX LT1-AR 5.50% $ 100.00 Class R LT1-GSA (4) $ 65,322.50 N/A LT1-Pool (4) $ 6,466,927.38 N/A LT2-GSA (5) $ 112,289.78 N/A LT2-Pool (5) $ 11,116,688.67 N/A LT3-GSA (6) $ 37,293.49 N/A LT3-Pool (6) $ 3,692,055.53 N/A LT4-GSA (7) $ 77,906.19 N/A LT4-Pool (7) $ 7,712,712.95 N/A R-1 (8) (8) (8)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being Trust Fund that is hereby conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide return for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall will elect that the Trust Fund (exclusive of amounts payable excluding the Carryover Reserve Fund, the assets held in the Pre-Funding Account and the Capitalized Interest Account and the Trust Fund's rights with respect of to payments received under the Class E and Class P CertificatesCorridor Contract) be treated for federal income tax purposes as comprising will consist of three real estate mortgage investment conduits REMICs (each a “the "Swap-IO REMIC” or, in ," the alternative, REMIC I, REMIC II, "Strip REMIC" and REMIC III, respectivelythe "Master REMIC"). Each Certificate, other than the Class E, Class P or Class A-R Certificate, represents will represent ownership of one or more regular interests in the Master REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates A-R Certificate will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in the Swap-IO REMIC, the Strip REMIC I, and the Master REMIC. The Master REMIC II, and will hold as assets the several classes of uncertificated Strip REMIC III for purposes Interests (other than the STR-A-R Interest). Each Strip REMIC Interest (other than the STR-A-R Interest) is hereby designated as a regular interest in the Strip REMIC. The Strip REMIC will hold as assets the several classes of uncertificated Swap-IO REMIC Interests (other than the SWR-A-R Interest). Each Swap-IO REMIC ProvisionsInterest (other than the SWR-A-R Interest) is hereby designated as a regular interest in the Swap-IO REMIC. The Swap-IO REMIC I shall will hold as assets all property of the Trust Fund other than (excluding the Interests in REMIC I and REMIC IICarryover Reserve Fund, the Class P Distributable Amount, which is beneficially owned by assets held in the holder of the Class P Certificate, Pre-Funding Account and the Class E Distributable AmountCapitalized Interest Account and the Trust Fund's rights with respect to payments received under the Corridor Contract) The latest possible maturity date, which is beneficially owned by for federal income tax purposes, of all REMIC regular interests created herein shall be the holder Latest Possible Maturity Date. The Swap Trust, the Swap Contract, the Swap Account and the Swap Reserve Fund will not constitute any part of any REMIC created hereunder. SWAP-IO REMIC: The Swap-IO REMIC Interests will have the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests principal balances and pass-through rates as set out forth below. Each such Swap-IO REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:Interest Initial Principal Balance(1) Pass-Through Rate ---------------------- ------------------------- ----------------- SWR-51A 0 (2) SWR-51B 0 (3) SWR-52A 106.5 (2)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) , and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor and Depositor, the Trustee, the Master Servicer and the Credit Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of (i) the Basis Risk Reserve Fund, (ii) the Basis Risk Cap and (iii) the Class E and Class P CertificatesX Cap) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I1, REMIC II, 2 and REMIC III, respectively3; REMIC 3 also being referred to as the “Upper Tier REMIC”). Each Certificate, other than the Class EX Certificate, Class P or Certificate, and Class R Certificate, Certificate represents ownership of one or more a regular interests interest in the Upper Tier REMIC III for purposes of the REMIC Provisions. The Class P and Certificate represents ownership of a regular interest in REMIC 1. The Class E Certificates will represent X Certificate represents ownership of two regular interests in the Trust Upper Tier REMIC as described in note 14 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-IO, Class X and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund but are not interests in any REMIC created hereunderpursuant to Section 5.06. The Class R Certificate represents ownership of the sole class of residual interest in each of REMIC I1, REMIC II, 2 and the Upper Tier REMIC III for purposes of the REMIC Provisions. The Upper Tier REMIC I shall hold as its assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated Lower Tier Interests in REMIC I Interests set out below. Each such REMIC I Interest2, other than the Class R-1 LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and REMIC 2, the Basis Risk Reserve Fund, the Basis Risk Cap, and the Class X Cap. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table specifies sets forth (or describes) the Class class designation, interest rate, and initial principal amount for each Class class of REMIC I 1 Lower Tier Interests:. LT1-1AIO-1 (1) $ 30,004,089.00 LT1-1AIO-2 (1) $ 75,009,919.00 LT1-1AIO-3 (1) $ 60,008,177.00

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each Certificate, other than the Class E, Class P or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, and REMIC III for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:: LT1-Pool 1 4.75% $ 211,086,050.86 LT1-AP(1) 0.00% $ 3,999,541.00 LT1-AX(1) (1) (1) LT1-Pool 2 5.25% $ 72,198,202.30 LT1-GSA(2) 5.25% $ 27,810.12 LT1-AP(2) 0.00% $ 1,929,012.00 LT1-AX(2) (2) (2) LT1-Pool 3 (3) $ 80,354,928.96 LT1-GSA(3) (3) $ 30,150.80 LT1-Pool 4 5.50% $ 218,693,378.42 LT1-GSA(4) 5.50% $ 82,044.23 LT1-AX(4) (4) (4) LT1-PAX(4) (5) (5) LT1-Pool 5 5.25% $ 217,425,829.87 LT1-GSA(5) 5.25% $ 81,574.04 LT1-AX(5) (6) (6) R-1 (7) (7) __________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇L▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of excluding the Class E Cap Agreement and Class P Certificatesthe Prepayment Penalty Amounts) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, II and REMIC III, respectivelyIII (the “Upper Tier REMIC”)). Each Certificate, Certificate (other than the Class EP, Class P or LT-R and Class R CertificateCertificates and exclusive of the right to receive Basis Risk Shortfalls in the case of the Class 2-A1 Certificates), represents ownership of one or more regular interests in the Upper Tier REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests LT-R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the Trust Fund but are not interests in any REMIC created hereunderProvisions. The Class R Certificate represents ownership of the sole class of residual interest in each remaining REMIC I, REMIC II, and REMIC III for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC II, other than the Class R-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC II. REMIC II shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets all the property of the Trust Fund other than the Lower Tier Interests in REMIC I and REMIC II. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the Class P Distributable Amount, which latest possible maturity date for each regular interest in each REMIC created hereby is beneficially owned by the holder later (or latest) date provided in the definition of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E CertificateLatest Possible Maturity Date. REMIC I shall issue one uncertificated interest in respect of each Mortgage Loan held by the Trust on the Closing Date, each of which is hereby designated as a regular interest in REMIC I (the “REMIC I Regular Interests”). Each REMIC I Regular Interest shall have an initial principal balance equal to the Scheduled Principal Balance of the Mortgage Loan to which it relates and shall bear interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on such Qualified Substitute Mortgage Loan shall be distributed on such REMIC I Regular Interest at a rate in excess of the Net Mortgage Rate of the Original Mortgage Loan. On each Distribution Date the Trustee shall distribute the interest portion of the Available Distribution Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC I based on the above-described interest rates. On each Distribution Date, the Trustee shall distribute the principal portion of the Available Distribution Amount among the Lower Tier Interests in REMIC I in accordance with the amount of the principal attributable to the Mortgage Loan corresponding to each such Lower Tier Interests in REMIC I. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC I in the same manner that principal distributions are allocated. On each Distribution Date, the Trustee shall first pay or charge as an expense of REMIC I all expenses of the Trust Fund for such Distribution Date. REMIC II shall hold as assets the REMIC I Regular Interests. REMIC II shall issue the several classes of uncertificated REMIC I II Interests set out below. Each such REMIC I II Interest, other than the Class R-1 R-2 Interest, is hereby designated as a regular interest in REMIC I. II. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I II Interests:: LTII-1-A1 (1) (3) 1-A1 LTII-1-A2 (1) (3) 1-A2

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated February 10, 2004, and a Prospectus Supplement, dated December 16, 2004, of the REMIC ProvisionsCompany (together, the “Prospectus”). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated December 20, 2004. The Trust created hereunder is intended to be the “Trust” described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable AmountR Residual Interests and the Certificates: Class Designation for each REMIC I Regular Interest and the Class R-1 Residual Interest Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class A-1-L Regular Variable (2) $551,170,000.00 January 2035 Class A-2-L Regular Variable (2) 100,000,000.00 January 2035 Class A-3-L Regular Variable (2) 24,600,000.00 January 2035 Class B-1-L Regular Variable (2) 13,655,000.00 January 2035 Class B-2-L Regular Variable (2) 4,202,000.00 January 2035 Class B-3-L Regular Variable (2) 2,451,000.00 January 2035 Class B-4-L Regular Variable (2) 1,750,000.00 January 2035 Class B-5-L Regular Variable (2) 1,400,000.00 January 2035 Class B-6-L Regular Variable (2) 1,051,919.33 January 2035 Class R-1† Residual 4.283%% 100.00 January 2035 * The Distribution Date in the specified month, which is beneficially owned by the holder of Distribution Date in the Class P Certificatemonth following the month the latest maturing Mortgage Loan matures. For federal income tax purposes, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R‑1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, I and REMIC II, and REMIC III, respectively). Each Certificate, other than the Class E, Class P or Class R Certificate, represents ownership of one or more regular interests in REMIC III II for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, I and REMIC III II for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the other property constituting owner of the Trust FundCertificates. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Class IA-1, Class B-3, Class B-4 and Class B-5 Certificates have been offered for sale pursuant to a Prospectus, dated March 25, 1998, and a Prospectus Supplement, dated March 27, 1998, of the Depositor (together, the "Prospectus"). The Class IA-1, Class B-3, Class B-4 and Class B-5 Certificates have been offered for sale pursuant to a Private Placement Memorandum dated March 30, 1998. The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. As provided herein, the Trustee shall will elect that to treat the segregated pool of assets consisting of the Mortgage Loans and other related assets in the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated subject to this Agreement as a REMIC for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC IIpurposes, and such segregated pool of assets will be designated as "REMIC III, respectively). Each Certificate, other than I." Component R-1 of the Class E, Class P or Class R Certificate, represents ownership Certificate will represent the sole class of one or more regular interests "residual interests" in REMIC III I for purposes of the REMIC ProvisionsProvisions under federal income tax law. The Class P As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and Class E Certificates such segregated pool of assets will represent interests in be designated as "REMIC II". Component R-2 of the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of will represent the sole class of "residual interest interests" in REMIC I, REMIC II, and REMIC III II for purposes of the REMIC ProvisionsProvisions under federal income tax law. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies irrevocably sets forth the designations, the Remittance Rate and initial Class designation, interest rate, and principal amount Principal Balance for each Class of Certificates which, together with the Class R-2 Component, constitute the entire beneficial interests in REMIC II. Determined solely for purposes of satisfying Treasury regulation section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I Interests:Regular Interests and for each Class of Certificates shall be the first Distribution Date that is at least two years after the end of the remaining amortization schedule of the Mortgage Loan in the related Loan Group (as to the Subordinate Certificates, Loan Group I) that has, as of the Closing Date, the longest remaining amortization schedule, irrespective of its scheduled maturity. The following table sets forth the designation, Remittance Rate, initial Class Principal Balance, and Last Scheduled Distribution Date for each Class of Certificates comprising the beneficial interests, in REMIC II and the Class R Certificate: Initial Class Remittance Principal Last Scheduled Designation Rate/(1)/ Balance Distribution Date* Class IA-1 Variable /(2)/ $78,344,523 April 25, 2028 Class IA-2 6.50% $23,789,603 April 25, 2028 Class IA-3 7.00% $63,730,000 April 25, 2028 Class IA-4 7.00% $10,043,000/(3)/ April 25, 2028 Class IA-5 6.50% $37,632,681 April 25, 2028 Class IA-6 6.50% $14,254,582 April 25, 2028 Class IA-X 6.75% $ /(4)/ April 25, 2028 Class IIA-1 6.50% $45,850,628 April 25, 2013 Class IIA-X 6.50% $ /(5)/ April 25, 2013 Class IIA-P 0.00% $ 333,045/(6)/ April 25, 2013 Class M Variable $ 5,416,841/(7)/ April 25, 2028 Class B-1 Variable $ 2,280,777/(7)/ April 25, 2028 Class B-2 Variable $ 1,140,388/(7)/ April 25, 2028 Class B-3 Variable $ 1,140,387/(7)/ April 25, 2028 Class B-4 Variable $ 570,194/(7)/ April 25, 2028 Class B-5 Variable $ 570,194/(7)/ April 25, 2028 Class R/+/ 6.75% $ 100/(8)/ April 25, 2028 * The Distribution Date in the month after the maturity date for the latest maturing Mortgage Loan in the related Loan Group. + The Class R Certificate is entitled to receive the Residual Distribution Amount and Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “"Seller”) "), and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of other than the Class E and Class P Certificatesrights to Prepayment Penalty Amounts) be treated for federal income tax purposes as comprising three five real estate mortgage investment conduits (each a “"REMIC” " or, in the alternative, REMIC I1, REMIC II2, REMIC 3, REMIC 4 and REMIC III5, respectively(REMIC 5 also being referred to herein as the "Upper Tier REMIC")). As is described in Section 10.01 hereof, the Trust Fund will also be treated for federal income tax purposes as including five grantor trusts. Each Certificate, other than the Class EP-I, Class P or P-II and Class P-III Certificates and the Class R Certificate, represents ownership of one or more a regular interests interest in the Upper Tier REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in each of REMIC I1, REMIC II2, REMIC 3, REMIC 4, and REMIC III 5 for purposes of the REMIC Provisions. The Upper Tier REMIC I shall hold as assets the several classes of uncertificated REMIC 4 Regular Interests, the Class LT2-4AXIO Interest and the Class LT2-4PAXIO Interest. Each REMIC 4 Regular Interest is hereby designated as a regular interest in REMIC 4. REMIC 4 shall hold as assets the several classes of uncertificated REMIC 3 Regular Interests. Each REMIC 3 Regular Interest is hereby designated as a regular interest in REMIC 3. REMIC 3 shall hold as assets the several classes of uncertificated REMIC 2 Regular Interests, other than the Class LT2-4AXIO Interest and the Class LT2-4PAXIO Interest. Each REMIC 2 Regular Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as assets the several classes of uncertificated REMIC 1 Regular Interests. Each REMIC 1 Regular Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II2 Regular Interests, the Class P Distributable AmountREMIC 3 Regular Interests, which is beneficially owned by the holder of REMIC 4 Regular Interests, the Class P Certificate, REMIC 5 Regular Interests and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:rights to Prepayment Penalty Amounts.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of any Supplemental Interest Trust, any Cap Agreement and any Basis Risk Reserve Fund (the Class E and Class P Certificates“Excluded Trust Assets”) be treated for federal income tax purposes as comprising three four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC IIIIA, REMIC IIB and REMIC III, respectivelyIII (the “Upper Tier REMIC”)). Each Certificate, Underlying REMIC Certificate and each Certificate (other than the Exchange and Exchangeable Certificates and the Class EX, Class P LT-R or Class R Certificate), represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. Each Exchange and Exchangeable Certificate represents beneficial ownership of one or more regular interests in a REMIC for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests LT-R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the Trust Fund but are not interests in any REMIC created hereunderProvisions. The Class R Certificate represents ownership of the sole class of residual interest in REMIC IIIA, REMIC IIIIB and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC IIB, other than the Class R-2B Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC III IIB for purposes of the REMIC Provisions. REMIC I IIB shall hold as its assets all property the several Classes of the Trust Fund other than the uncertificated Lower Tier Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I InterestIIA, other than the Class R-1 R-2A Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC IIA. REMIC IIA shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC I, REMIC IIA and REMIC IIB. The following table specifies the Class designation, interest rate, and principal amount startup day for each Class REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the later (or latest) date provided in the definition of Latest Possible Maturity Date. REMIC I shall issue one uncertificated interest in respect of each Mortgage Loan held by the Trust on the Closing Date, each of which is hereby designated as a regular interest in REMIC I (the “REMIC I Regular Interests”). Each REMIC I Regular Interest shall have an initial principal balance equal to the Scheduled Principal Balance of the Mortgage Loan to which it relates and shall bear interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on such Qualified Substitute Mortgage Loan shall be distributed on such REMIC I Regular Interest at a rate in excess of the Net Mortgage Rate of the Original Mortgage Loan. On each Distribution Date the Trustee shall distribute the interest portion of the Available Distribution Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC I based on the above-described interest rates. On each Distribution Date, the Trustee shall distribute the principal portion of the Available Distribution Amount among the Lower Tier Interests in REMIC I in accordance with the amount of the principal attributable to the Mortgage Loan corresponding to each such Lower Tier Interests in REMIC I. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC I in the same manner that principal distributions are allocated. On each Distribution Date, the Trustee shall distribute the Prepayment Penalty Amounts collected during the preceding Prepayment Period, in the case of Principal Prepayments in full, or during the related Due Period, in the case of Principal Prepayments in part, to the Lower Tier Interest in REMIC I corresponding to the Mortgage Loan with respect to which such amounts were received. On each Distribution Date, the Trustee shall first pay or charge as an expense of REMIC I Interests:all expenses of the Trust Fund for such Distribution Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “"Seller”) "), and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of other than the Class E Cap Agreement, the Cap Agreement Reserve Fund and Class P Certificatesthe rights to Prepayment Penalty Amounts) be treated for federal income tax purposes as comprising three five real estate mortgage investment conduits (each a “"REMIC” " or, in the alternative, REMIC I1, REMIC II2, REMIC 3, REMIC 4 and REMIC III5, respectively(REMIC 5 also being referred to herein as the "Upper Tier REMIC")). As is described in Section 10.01 hereof, the Trust Fund will also be treated for federal income tax purposes as including five grantor trusts. Each Certificate, other than the Class EP-I, Class P or P-II, Class CX and Class R CertificateCertificates, represents ownership of one or more a regular interests interest in the Upper Tier REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in each of REMIC I1, REMIC II2, REMIC 3, REMIC 4, and REMIC III 5 for purposes of the REMIC Provisions. The Upper Tier REMIC I shall hold as assets the several classes of uncertificated REMIC 4 Regular Interests, the Class LT2-3AXIO Interest and the Class LT2-3PAXIO Interest. Each REMIC 4 Regular Interest is hereby designated as a regular interest in REMIC 4. REMIC 4 shall hold as assets the several classes of uncertificated REMIC 3 Regular Interests. Each REMIC 3 Regular Interest is hereby designated as a regular interest in REMIC 3. REMIC 3 shall hold as assets the several classes of uncertificated REMIC 2 Regular Interests, other than the Class LT2-3AXIO Interest and the Class LT2-3PAXIO Interest. Each REMIC 2 Regular Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as assets the several classes of uncertificated REMIC 1 Regular Interests. Each REMIC 1 Regular Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II2 Regular Interests, the Class P Distributable AmountREMIC 3 Regular Interests, which is beneficially owned by the holder of REMIC 4 Regular Interests, the Class P CertificateREMIC 5 Regular Interests, the Cap Agreement, the Cap Agreement Reserve Fund and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:rights to Prepayment Penalty Amounts.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and the Certificate Insurer. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates, the Basis Risk Reserve Funds, the Class 2-A5 Reserve Fund, the Cap Agreements and the Supplemental Interest Trust (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, II and REMIC IIIIII (the “Upper Tier REMIC”), respectively). Each Certificate, other than the Class EP, Class P X, Class LT-R or Class R CertificateCertificate and, in the case of the Class 1-A1, Class 1-A6 and Class 1-A7 Certificates, exclusive of the right to receive amounts from the Basis Risk Reserve Funds, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class X Certificates represent beneficial ownership of the Basis Risk Reserve Funds and Supplemental Interest Trust as described in note 17 of the table below for the Upper Tier REMIC, but do not represent an interest in any REMIC created hereunder. In addition, the Class 1-A1, Class 1-A6 and Class 1-A7 Certificates represent the right to receive payments in respect of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.07. The Class LT-R Certificate represents ownership of the sole class of residual interest in REMIC I, I for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in REMIC II and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC II, other than the Class R-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC III II for purposes of the REMIC Provisions. REMIC I II shall hold as its assets all property the several Classes of the Trust Fund other than the uncertificated Lower Tier Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P CertificateI, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each each such REMIC I Interest, other than the Class R-1 Interest, Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC I, REMIC II and the Excluded Trust Assets. The following table specifies the Class designation, interest rate, and principal amount startup day for each Class REMIC created hereby for purposes of the REMIC I Interests:Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) , and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, Seller in the Master Servicer Mortgage Loan Sale and Assignment Agreement and by the Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, the NIMS Insurer. The Depositor and Depositor, the Trustee, the Master Servicer and the Loss Mitigation Advisor are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “"REMIC” " or, in the alternative, REMIC I1, REMIC II, 2 and REMIC III3, respectivelyREMIC 3 also being referred to as the "Upper Tier REMIC"). Each Certificate, other than the Class EX Certificate, Class R Certificate, Class D Certificate and Class P or Class R Certificate, represents ownership of one or more a regular interests interest in the Upper Tier REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent X Certificate represents ownership of two regular interests in the Trust Upper Tier REMIC as described in footnote 8 of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-IO, Class X, Class D, and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls from the Basis Risk Reserve Fund but are not interests in any REMIC created hereunderpursuant to Section 5.06. The Class R Certificate represents ownership of the sole class of residual interest in each of REMIC I1, REMIC II, 2 and the Upper Tier REMIC III for purposes of the REMIC Provisions. The Upper Tier REMIC I shall hold as its assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated Lower Tier Interests in REMIC I Interests set out below. Each such REMIC I Interest2, other than the Class R-1 LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. The following table specifies 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the several classes of uncertificated Lower Tier Interests in REMIC 1, other than the Class designation, interest rateLT1-R Interest, and principal amount each such Lower Tier Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC 1 and REMIC 2, the Basis Risk Reserve Fund, the right to receive Prepayment Premiums, and portion of the interest payments on Direct Access Mortgage Loans at the DA Dividend Rate. The startup day for each Class REMIC created hereby for purposes of the REMIC I Interests:Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Distribution Date in August 2033.

PRELIMINARY STATEMENT. The Depositor has acquired Pursuant to the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. Base Trust Agreement, dated as of [_________], 2013 (the “SellerBase Trust Agreement” and, as supplemented pursuant to this Series Supplement, the “Agreement”) and at ), between the Closing Date is the owner of the Mortgage Loans Trustor and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing DateTrustee, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans such parties may at any time and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time enter into a series supplement supplemental to the Base Trust Agreement for the purpose of creating a trust. Section 5.13 of the Base Trust Agreement provides that the Trustor may at any time and from time to time direct the Trustee to authenticate and deliver, on behalf of any such trust, a new Series of trust certificates. Each trust certificate of such new Series of trust certificates will represent a fractional undivided beneficial interest in such trust subject to the terms hereof. Certain terms and conditions applicable to each such Series are to be set forth in the related series supplement to the Base Trust Agreement. Pursuant to this Series Supplement, the Trustor and the Trustee shall create and establish a new trust to be known as CorTS® Trust 2013-1 For [____________] Debentures, and a new Series of trust certificates to be issued thereby, which certificates shall be known as the CorTS® Callable Trust Certificates, and the Trustor and the Trustee shall herein specify certain terms and conditions in respect thereof. The CorTS − Callable Trust Certificates shall be Fixed Rate Certificates issued in two Classes, the CorTS Certificates (the “CorTS”) and the I/O Certificates (the “I/O Certificates” and, together with the CorTS, the “Certificates”) The Trust also is issuing call options with respect to $[________] principal amount of Underlying Securities (the “Call Warrants”). On behalf of and pursuant to the authorizing resolutions of the Board of Directors of the Trustor, an authorized officer of the Trustor has authorized the execution, authentication and delivery of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and has authorized the Trustee is accepting Base Trust Agreement and this Series Supplement in accordance with the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency terms of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect Section 5.13 of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each Certificate, other than the Class E, Class P or Class R Certificate, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Base Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, and REMIC III for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:Agreement.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated May 20, 2003, and a Prospectus Supplement, dated July 21, 2003, of the REMIC ProvisionsCompany (together, the “Prospectus”). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated July 23, 2003. The Trust created hereunder is intended to be the “Trust” described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable AmountR Residual Interests and the Certificates: Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Class A-1-L Regular 4 .500% $199,211,200.00 August 2018 Class A-2-L Regular 4 .500% 200,000,000.00 August 2018 Class X-L Regular 4 .500% (2) ------ August 2018 Class P-L Regular (3) 167,781.92 August 2018 Class B-1-L Regular 4 .500% 2,425,435.00 August 2018 Class B-2-L Regular 4 .500% 808,460.00 August 2018 Class B-3-L Regular 4 .500% 606,345.00 August 2018 Class B-4-L Regular 4 .500% 404,230.00 August 2018 Class B-5-L Regular 4 .500% 202,115.00 August 2018 Class B-6-L Regular 4 .500% 404,229.89 August 2018 Class R-1+ Residual 4 .500% 100.00 August 2018 * The Distribution Date in the specified month, which is beneficially owned by the holder of month following the Class P Certificatemonth the latest maturing Mortgage Loan matures. For federal income tax purposes, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated November 21, 2002, and a Prospectus Supplement, dated February 25, 2003, of the REMIC ProvisionsCompany (together, the "Prospectus"). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated February 27, 2003. The Trust created hereunder is intended to be the "Trust" described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable AmountR Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Interest and Certificate Initial Class the Class R-1 Type of Interest Principal Final Maturity Residual Interest Interest Rate (1) Balance Date* --------------------- -------- ----------- -------------- -------------- Class A-1-L Regular 5.000% $50,000,000.00 March 2033 Class A-2-L Regular 4.750% 90,614,734.00 March 2033 Class A-3-L Regular 5.750% 90,000,000.00 March 2033 Class A-4-L Regular 5.500% 50,000,000.00 March 2033 Class A-5-L Regular 8.500% 51,496,266.00 March 2033 Class A-7-L Regular 5.250% 2,000,000.00 March 2033 Class A-8-L Regular 5.750% 35,000,000.00 March 2033 Class A-9-L Regular 5.750% 963,000.00 March 2033 Class A-10-L Regular 5.700% 27,000,000.00 March 2033 Class A-12-L Regular 5.750% 32,130,000.00 March 2033 Class A-13-L Regular 5.750% 3,570,000.00 March 2033 Class A-15-L Regular 5.750% 10,250,000.00 March 2033 Class X-L Regular 5.750%(2) -- March 2033 Class P-L Regular (3) 3,874,662.98 March 2033 Class B-1-L Regular 5.750% 5,973,000.00 March 2033 Class B-2-L Regular 5.750% 2,298,000.00 March 2033 Class B-3-L Regular 5.750% 1,839,000.00 March 2033 Class B-4-L Regular 5.750% 919,000.00 March 2033 Class B-5-L Regular 5.750% 689,000.00 March 2033 Class B-6-L Regular 5.750% 919,912.87 March 2033 Class R-1+ Residual 5.750% 100.00 March 2033 * The Distribution Date in the specified month, which is beneficially owned by the holder of month following the Class P Certificatemonth the latest maturing Mortgage Loan matures. For federal income tax purposes, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the "latest possible maturity date" shall be the Final Maturity Date. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇L▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) ), and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer and the Swap Counterparty. The Depositor Depositor, the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of other than (i) the Basis Risk Reserve Fund, (ii) the rights to receive Prepayment Premiums distributable to the Class E AP Certificates and the Class P CertificatesAP Reserve Fund, (iii) the X Component Account, (iv) the Interest Rate Cap Agreement and the Interest Rate Cap Account, (v) the Swap Agreement and the Supplemental Interest Trust and (vi) the Lower Tier Interests) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the “SWAP REMIC,” “REMIC I, I-1” and “REMIC II, and REMIC III, respectivelyI-2”). Each Certificate, other than LIBOR Certificate and the Class E, Class P or Class R Certificate, X Certificate represents ownership of one or more regular interests in REMIC III I-2 for purposes of the REMIC Provisions. The In addition, each LIBOR Certificate represents (i) the right to receive payments with respect to Excess Interest and (ii) the obligation to make payments in respect of Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunderI Shortfalls. The Class R Certificate represents ownership of the sole class Class of residual interest in REMIC Ieach of the SWAP REMIC, REMIC II, I-1 and REMIC III I-2 for purposes of the REMIC Provisions. REMIC I I-2 shall hold as its assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes Classes of uncertificated REMIC I I-1 Regular Interests set out below. Each and each such REMIC I Interest, other than the Class R-1 Interest, I-1 Regular Interest is hereby designated as a regular interest in REMIC I. I-1. REMIC I-1 shall hold as its assets the several Classes of uncertificated SWAP REMIC Regular Interests and each such SWAP REMIC Regular Interest is hereby designated as a regular interest in the SWAP REMIC. The SWAP REMIC shall hold as its assets the property of the Trust Fund other than (i) the Swap Agreement, (ii) the Supplemental Interest Trust, (iii) the Interest Rate Cap Agreement and the Interest Rate Cap Account, (iv) the Basis Risk Reserve Fund, (v) the rights to receive Prepayment Premiums distributable to the Class AP Certificates and the Class AP Reserve Fund, (vi) the X Component Account and (vii) the Lower Tier Interests. The following table specifies sets forth (or describes) the Class designationdesignations, interest rate, rate and initial principal amount for each Class of SWAP REMIC I Interests:: SW-Z $ 13,416,279.630 (1 ) SW2A $ 6,526,041.940 (2 ) SW2B $ 6,526,041.940 (3 ) SW3A $ 6,348,937.795 (2 ) SW3B $ 6,348,937.795 (3 ) SW4A $ 6,176,689.155 (2 ) SW4B $ 6,176,689.155 (3 ) SW5A $ 6,009,161.640 (2 ) SW5B $ 6,009,161.640 (3 ) SW6A $ 5,846,224.620 (2 ) SW6B $ 5,846,224.620 (3 ) SW7A $ 5,687,751.125 (2 ) SW7B $ 5,687,751.125 (3 ) SW8A $ 5,533,617.715 (2 ) SW8B $ 5,533,617.715 (3 ) SW9A $ 5,383,704.410 (2 ) SW9B $ 5,383,704.410 (3 ) SW10A $ 5,237,894.540 (2 ) SW10B $ 5,237,894.540 (3 ) SW11A $ 5,096,074.725 (2 ) SW11B $ 5,096,074.725 (3 ) SW12A $ 4,958,134.730 (2 ) SW12B $ 4,958,134.730 (3 ) SW13A $ 4,823,967.390 (2 ) SW13B $ 4,823,967.390 (3 ) SW14A $ 4,693,468.530 (2 ) SW14B $ 4,693,468.530 (3 ) SW15A $ 4,566,536.875 (2 ) SW15B $ 4,566,536.875 (3 ) SW16A $ 4,443,073.965 (2 ) SW16B $ 4,443,073.965 (3 ) SW17A $ 4,322,984.100 (2 ) SW17B $ 4,322,984.100 (3 ) SW18A $ 4,206,174.220 (2 ) SW18B $ 4,206,174.220 (3 ) SW19A $ 4,092,553.865 (2 ) SW19B $ 4,092,553.865 (3 ) SW20A $ 3,982,035.105 (2 ) Class Designation Initial Principal Balance Interest Rate SW20B $ 3,982,035.105 (3 ) SW21A $ 3,874,532.425 (2 ) SW21B $ 3,874,532.425 (3 ) SW22A $ 3,769,962.730 (2 ) SW22B $ 3,769,962.730 (3 ) SW23A $ 3,668,245.190 (2 ) SW23B $ 3,668,245.190 (3 ) SW24A $ 3,569,301.265 (2 ) SW24B $ 3,569,301.265 (3 ) SW25A $ 3,473,054.555 (2 ) SW25B $ 3,473,054.555 (3 ) SW26A $ 3,379,430.825 (2 ) SW26B $ 3,379,430.825 (3 ) SW27A $ 3,288,357.870 (2 ) SW27B $ 3,288,357.870 (3 ) SW28A $ 3,199,765.510 (2 ) SW28B $ 3,199,765.510 (3 ) SW29A $ 3,113,585.505 (2 ) SW29B $ 3,113,585.505 (3 ) SW30A $ 3,029,751.500 (2 ) SW30B $ 3,029,751.500 (3 ) SW31A $ 2,948,445.575 (2 ) SW31B $ 2,948,445.575 (3 ) SW32A $ 2,869,098.905 (2 ) SW32B $ 2,869,098.905 (3 ) SW33A $ 2,792,481.855 (2 ) SW33B $ 2,792,481.855 (3 ) SW34A $ 2,718,733.705 (2 ) SW34B $ 2,718,733.705 (3 ) SW35A $ 44,614,303.385 (2 ) SW35B $ 44,614,303.385 (3 ) SW36A $ 1,457,557.430 (2 ) SW36B $ 1,457,557.430 (3 ) SW37A $ 1,418,394.605 (2 ) SW37B $ 1,418,394.605 (3 ) SW38A $ 1,380,295.330 (2 ) SW38B $ 1,380,295.330 (3 ) SW39A $ 1,343,230.445 (2 ) SW39B $ 1,343,230.445 (3 ) SW40A $ 1,307,171.570 (2 ) SW40B $ 1,307,171.570 (3 ) SW41A $ 1,272,091.125 (2 ) SW41B $ 1,272,091.125 (3 ) SW42A $ 1,237,962.300 (2 ) SW42B $ 1,237,962.300 (3 ) SW43A $ 1,204,759.005 (2 ) Class Designation Initial Principal Balance Interest Rate SW43B $ 1,204,759.005 (3 ) SW44A $ 1,172,455.900 (2 ) SW44B $ 1,172,455.900 (3 ) SW45A $ 1,141,028.320 (2 ) SW45B $ 1,141,028.320 (3 ) SW46A $ 1,110,452.295 (2 ) SW46B $ 1,110,452.295 (3 ) SW47A $ 1,080,704.520 (2 ) SW47B $ 1,080,704.520 (3 ) SW48A $ 1,052,194.205 (2 ) SW48B $ 1,052,194.205 (3 ) SW49A $ 1,024,422.065 (2 ) SW49B $ 1,024,422.065 (3 ) SW50A $ 1,000,035.890 (2 ) SW50B $ 1,000,035.890 (3 ) SW51A $ 1,037,724.965 (2 ) SW51B $ 1,037,724.965 (3 ) SW52A $ 35,613,579.575 (2 ) SW52B $ 35,613,579.575 (3 ) SW-R (4 ) (4 )

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates, the Basis Risk Reserve Fund and the Supplemental Interest Trust (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, II and REMIC IIIIII (the “Upper Tier REMIC”), respectively). Each Certificate, other than the Class EP, Class P X, Class LT-R or Class R CertificateCertificate and, in the case of the Class 1-A1, Class 2-A1 and Class 3-A1 Certificates, exclusive of the right to receive amounts from the Basis Risk Reserve Fund, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class X Certificates represent beneficial ownership of the Basis Risk Reserve Fund and Supplemental Interest Trust as described in note 15 of the table below for the Upper Tier REMIC, but do not represent an interest in any REMIC created hereunder. In addition, the Class 1-A1, Class 2-A1 and Class 3-A1 Certificates represent the right to receive payments in respect of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.07. The Class LT-R Certificate represents ownership of the sole class of residual interest in REMIC I, I for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in REMIC II and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC II, other than the Class R-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC III II for purposes of the REMIC Provisions. REMIC I II shall hold as its assets all property the several Classes of the Trust Fund other than the uncertificated Lower Tier Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P CertificateI, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each each such REMIC I Interest, other than the Class R-1 Interest, Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC I, REMIC II and the Excluded Trust Assets. The following table specifies the Class designation, interest rate, and principal amount startup day for each Class REMIC created hereby for purposes of the REMIC I Interests:Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) , and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, Seller in the Master Servicer Mortgage Loan Sale and Assignment Agreement and by the Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and the Guarantor. The Depositor Depositor, the Seller, the Trustee, the Guarantor and the Master Servicer Loss Mitigation Advisor are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that each of the segregated pools of assets of the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) described below be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “"REMIC” " or, in the alternative, REMIC I1, REMIC II, 2 and REMIC III3, respectivelyREMIC 3 also being referred to as the "Upper Tier REMIC"). Each Certificate, other than the Class EA-IO Certificate, the Class X Certificate, the Class R Certificate and the Class P or Class R Certificate, represents ownership of one or more a regular interests interest in the Upper Tier REMIC III for purposes of the REMIC Provisions. The Class P A-IO Certificate and the Class E Certificates will X Certificate each represent ownership of two regular interests in the Trust Upper Tier REMIC as described in notes 7 and 9, respectively, of the table below for such REMIC. In addition, each Certificate, other than the Class R, Class A-IO, Class X, and Class P Certificates, represents the right to receive payments with respect to any Basis Risk Shortfalls from the Basis Risk Reserve Fund but are not interests in any REMIC created hereunderpursuant to Section 5.06. The Class R Certificate represents ownership of the sole class of residual interest in each of REMIC I1, REMIC II, 2 and the Upper Tier REMIC III for purposes of the REMIC Provisions. The Upper Tier REMIC I shall hold as its assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated Lower Tier Interests in REMIC I Interests set out below. Each such REMIC I Interest2, other than the Class R-1 LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. The following table specifies 2 for purposes of the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:REMIC

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) Assets and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans Loans, the Underlying Certificates and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans Loans, the Underlying Certificates and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans Loans, the Underlying Certificates and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates, the Basis Risk Reserve Funds, the Cap Agreements and the Supplemental Interest Trust (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising three four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC IIX, REMIC II and REMIC IIIIII (the “Upper Tier REMIC”), respectively). Each Certificate, other than the Class EP, Class P X, Class LT-R or Class R CertificateCertificate and, in the case of the Class 1-A1 and Class 3-A1 Certificates, exclusive of the right to receive amounts from the Basis Risk Reserve Funds, represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class X Certificates represent beneficial ownership of the Basis Risk Reserve Funds and Supplemental Interest Trust as described in note 9 of the table below for the Upper Tier REMIC, but do not represent an interest in any REMIC created hereunder. In addition, the Class 1-A1 and Class 3-A1 Certificates represent the right to receive payments in respect of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk Reserve Fund pursuant to Section 5.07. The Class LT-R Certificate represents ownership of the sole class of residual interest in REMIC II for purposes of the REMIC Provisions. The Class R Certificate represents ownership of the sole class of residual interest in REMIC X, REMIC II and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC II, other than the Class R-2 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC III II for purposes of the REMIC Provisions. The Upper Tier REMIC shall also hold as its assets the uncertificated Lower Tier Interest in REMIC X, other than the Class R-X Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC X for purposes of the REMIC Provisions. REMIC X shall hold as its assets the Underlying Certificates. REMIC II shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets all the property of the Trust Fund other than the Underlying Certificates, the Lower Tier Interests in REMIC X, REMIC I, REMIC II and the Excluded Trust Assets. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. REMIC I shall issue one uncertificated interest in respect of each Mortgage Loan held by the Trust on the Closing Date, each of which is hereby designated as a regular interest in REMIC I (the “REMIC I Regular Interests”). Each REMIC I Regular Interest shall have an initial principal balance equal to the Scheduled Principal Balance of the Mortgage Loan to which it relates and shall bear interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage Loan. In the event a Qualified Substitute Mortgage Loan is substituted for such Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on such Qualified Substitute Mortgage Loan shall be distributed on such REMIC I Regular Interest at a rate in excess of the Net Mortgage Rate of the Original Mortgage Loan. On each Distribution Date the Trustee shall distribute the interest portion of the Available Distribution Amount (net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests in REMIC I and REMIC IIbased on the above-described interest rates. On each Distribution Date, the Class P Distributable AmountTrustee shall distribute the principal portion of the Available Distribution Amount among the Lower Tier Interests in REMIC I in accordance with the amount of the principal attributable to the Mortgage Loan corresponding to each such Lower Tier Interests in REMIC I. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC I in the same manner that principal distributions are allocated. On each Distribution Date, the Trustee shall distribute the Prepayment Penalty Amounts collected during the preceding Prepayment Period, in the case of Principal Prepayments in full, or during the related Due Period, in the case of Principal Prepayments in part, to the Lower Tier Interest in REMIC I corresponding to the Mortgage Loan with respect to which such amounts were received. On each Distribution Date, the Trustee shall first pay or charge as an expense of REMIC I all expenses of the Trust Fund for such Distribution Date. REMIC X shall issue one uncertificated interest in respect of the Underlying Certificates held by the Trust on the Closing Date, which is beneficially owned by hereby designated as a regular interest in REMIC X (the holder “REMIC X Regular Interest”). The REMIC X Regular Interest shall have an initial principal balance equal to the principal amount of the Class P Certificate, Underlying Certificates and shall bear interest at a per annum rate equal to the Class E Distributable Amount, which is beneficially owned by the holder Interest Rate of the Class E CertificateUnderlying Certificates. On each Distribution Date the Trustee shall distribute the interest portion of the Available Distribution Amount for Pool 4 with respect to the Lower Tier Interest in REMIC X based on the above-described interest rate. On each Distribution Date, the Trustee shall distribute the principal portion of the Available Distribution Amount for Pool 4 to the Lower Tier Interest in REMIC X. REMIC II shall hold as assets the REMIC I Regular Interests. REMIC I II shall issue the several classes of uncertificated REMIC I II Interests set out below. Each such REMIC I II Interest, other than the Class R-1 R-2 Interest, is hereby designated as a regular interest in REMIC I. II. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I II Interests:: LTII-1-A1 5.50% $ 124,897,000.00 Class 1-A1, 1-A2 LTII-1-A3 5.50% $ 41,633,000.00 Class 1-A3 LTII-1-A4 5.50% $ 4,973,000.00 Class 1-A4 LTII-1-A5 5.50% $ 39,765,000.00 Class 1-A5 LTII-1-A6 5.50% $ 3,111,000.00 Class 1-A6 LTII-2-A1 (1) $ 45,293,000.00 Class 2-A1 LTII-2-A2 (1) $ 5,033,000.00 Class 2-A2 LTII-3-A1 5.50% $ 123,712,000.00 Class 3-A1, 3-A2 LTII-3-A3 5.50% $ 41,238,000.00 Class 3-A3 LTII-3-A4 5.50% $ 5,101,000.00 Class 3-A4 LTII-3-A5 5.50% $ 27,442,000.00 Class 3-A5 LTII-3-A6 5.50% $ 9,886,000.00 Class 3-A6 LTII-AP 0.00% $ 3,181,606.00 Class AP LTII-AX (2) (2) Class AX LTII-PAX (3) (3) Class PAX LTII-1-AR 5.75% $ 100.00 Class R LTII-3B1 5.50% $ 9,029,000.00 Class 3B1 LTII-3B2 5.50% $ 1,560,000.00 Class 3B2 LTII-3B3 5.50% $ 891,000.00 Class 3B3 LTII-3B4 5.50% $ 780,000.00 Class 3B4 LTII-3B5 5.50% $ 557,000.00 Class 3B5 LTII-3B6 5.50% $ 448,451.00 Class 3B6 LTII-1-GSA (4) $ 149,654.32 N/A LTII-1-Pool (4) $ 14,815,778.03 N/A LTII-2-GSA (5) $ 34,988.13 N/A LTII-2-Pool (5) $ 3,463,824.38 N/A R-2 (6) (6) (6)

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor Company and the Master Servicer are entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated April 20, 2005, and a Prospectus Supplement, dated June 24, 2005, of the REMIC ProvisionsCompany (together, the “Prospectus”). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated June 28, 2005. The Trust created hereunder is intended to be the “Trust” described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable AmountR Residual Interests and the Certificates: Class CB-1-L Regular 5.500% $ 200,834,000.00 July 2035 Class CB-3-L Regular 5.500%(2) 6,500,000.00 July 2035 Class CB-4-L Regular 5.500% 68,375,800.00 July 2035 Class CB-5-L Regular 5.500% 11,240,000.00 July 2035 Class CB-6-L Regular (3) 14,998,280.00 July 2035 Class CB-7-L Regular (4) 5,453,920.00 July 2035 Class CB-8-L Regular 5.000% 2,500,000.00 July 2035 Class CB-9-L Regular 5.500% 1,000,000.00 July 2035 Class CB-10-L Regular 6.000% 2,500,000.00 July 2035 Class CB-11-L Regular (5) 51,007,000.00 July 2035 Class CB-12-L Regular (6) 4,637,000.00 July 2035 Class CB-13-L Regular 5.500% 7,385,000.00 July 2035 Class CB-14-L Regular 5.500% 128,640,700.00 July 2035 Class X-L Regular 5.500%(7) ----- July 2035 Class P-L Regular (8) 405,129.00 July 2035 Class B-1-L Regular 5.500% 9,282,000.00 July 2035 Class B-2-L Regular 5.500% 5,834,000.00 July 2035 Class B-3-L Regular 5.500% 3,712,000.00 July 2035 Class B-4-L Regular 5.500% 2,652,000.00 July 2035 Class B-5-L Regular 5.500% 2,121,000.00 July 2035 Class B-6-L Regular 5.500% 1,328,156.33 July 2035 Class R-1† Residual 5.500% 100.00 July 2035 * The Distribution Date in the specified month, which is beneficially owned by the holder of month following the Class P Certificatemonth the latest maturing Mortgage Loan matures. For federal income tax purposes, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests and the Class R-1 Residual Interest and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans REMIC I Regular Interests and will be the other property constituting owner of the Trust FundCertificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance sale to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor Company and the Master Servicer are entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated October 21, 2005, and a Prospectus Supplement, dated November 21, 2005, of the REMIC ProvisionsCompany (together, the “Prospectus”). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated November 23, 2005. The Trust created hereunder is the “Trust” described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderthe “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable AmountR Residual Interests and the Certificates: Class Y-1 Regular Variable (2) $412,209.40 December 2035 Class Y-2 Regular Variable (3) 49,978.69 December 2035 Class Z-1 Regular Variable (2) 824,006,594.87 December 2035 Class Z-2 Regular Variable (3) 99,916,303.91 December 2035 Class R-1† Residual 5.132% 100.00 December 2035 * The Distribution Date in the specified month, which is beneficially owned by the holder of month following the Class P Certificatemonth in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Capital, A Division of ▇▇▇▇▇▇ Brothers Holdings Inc. and ▇▇▇▇▇▇ Brothers Bank, FSB (the “each, a "Seller”") and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three a real estate mortgage investment conduits conduit (each a “the "REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively"). Each Certificate, other than the Class E, Class P or Class R Certificate, represents ownership of one or more regular interests in the REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in the REMIC I, REMIC II, and REMIC III for purposes of the REMIC Provisions. The REMIC I shall hold as assets all property of the Trust Fund other than the Interests in Fund. The REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rateCertificate Interest Rate, initial Class Principal (or Notional) Amount and principal minimum denomination (by dollar amount or Percentage Interest) for each Class of REMIC I Interests:Certificates (each of which, other than the Class R Certificate, represents ownership of one or more regular interests in the REMIC) constituting the interests in the Trust Fund created hereunder.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Lehman Capital, A Division of Lehman Brothers Holdings Inc. (the “Seller”▇▇▇ "▇eller") and at the Closing Date Closi▇▇ ▇▇▇e is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Master Servicers and the Master Servicer Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided hereinFor federal income tax purposes, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect the Class B4 Hazard Obligation) will consist of four REMICs, the Group 1-3 Lower Tier REMIC, the Group 1-3 Upper Tier REMIC, the Group 4 Lower Tier REMIC, and the Group 4 Upper Tier REMIC. The Group 1-3 Lower Tier REMIC and the Group 1-3 Upper Tier REMIC: The Group 1-3 Lower Tier REMIC will consist of all of the assets constituting the Group 1-3 Mortgage Loans (exclusive of the Class E B4 Hazard Obligation, the Class 2-A1 Call Option and Class P Certificates3-A1 Call Option) and will be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, evidenced by the Group 1-3 LT Regular Interests which will be uncertificated and will represent the "regular interests" in the alternative, Group 1-3 Lower Tier REMIC I, (the "Group 1-3 LT Regular Interests") and the Group 1-3 LT Residual Interest as the single "residual interest" in the Group 1-3 Lower Tier REMIC II, and REMIC III, respectively(the "Group 1-3 LT Residual Interest"). Each Certificate, other than The Trustee will hold the Class E, Class P or Class R Certificate, represents ownership of one or more Group 1-3 Lower Tier REMIC regular interests in REMIC III for purposes on behalf of the Group 1-3 Upper Tier REMIC. The Group 1-3 Upper Tier REMIC Provisionswill consist of the Group 1-3 LT REMIC Regular Interests and will be evidenced by the Group 1-3 Certificates which will represent the "regular interests" in the Group 1-3 Upper Tier REMIC (the "Group 1-3 UT Residual Interest") and the Group 1-3 UT Residual Interest as the single "residual interest" in the Group 1-3 Upper Tier REMIC (the "Group 1-3 UT Residual Interest"). The Class P and Class E Certificates R-I Certificate will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents beneficial ownership of the sole class of residual interest in REMIC I, REMIC II, and REMIC III for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, Group 1-3 LT Residual Interest and the Class E Distributable Amount, which is beneficially owned by Group 1-3 UT Residual Interest. All REMIC regular and residual interests created hereby will be retired on or before the holder of the Class E CertificateAssumed Final Maturity Date. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies irrevocably sets forth the Class designation, interest ratethe Group 1-3 Uncertificated Lower Tier REMIC Pass-Through Rate, and principal amount the initial Uncertificated Balance and, solely for the purpose of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the Group 1-3 Lower Tier REMIC Regular Interest. None of the Group 1-3 Lower Tier REMIC Regular Interests will be certificated. Initial Uncertificated Assumed Certificate Principal (or Final Class of REMIC Designation Interest Rate Notional) Amount Maturity ----------------- -------------- ---------------- ----------- Class L1-A1 8.00% $109,763,000.00 June 25, 2033 Class L1-A2 0.00% $ 459,086.00 June 25, 2033 Class L1-A3 8.00% (1) June 25, 2033 Class L2-A1 8.00% $51,674,000.00 June 25, 2033 Class L2-A2 8.00% $ 1,000,000.00 June 25, 2033 Class L2-A4 (2) $ 709,378.00 June 25, 2033 Class L2-A5 8.00% (3) June 25, 2033 Class L3-A1 8.00% $46,679,000.00 June 25, 2033 Class L3-A2 8.00% $ 1,000,000.00 June 25, 2033 Class L3-A4 (4) $ 424,625.00 June 25, 2033 Class L3-A5 8.00% (5) June 25, 2033 Class LB1-I Interests:(6) $ 4,158,000.00 June 25, 2033 Class LB1-I-X (7) (8) June 25, 2033 Class LB2-I (9) $ 1,202,000.00 June 25, 2033 Class LB3-I (9) $ 655,000.00 June 25, 2033 Class LB4-I (9) $ 3,402,000.00 June 25, 2033 Class LB5-I (9) $ 1,361,000.00 June 25, 2033 Class LB6-I (9) $ 1,361,609.27 June 25, 2033 Group 1-3 LT Residual 8.00% $ 100.00 June 25, 2033 ---------------------------

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Capital, A Division of ▇▇▇▇▇▇ Brothers Holdings Inc. and ▇▇▇▇▇▇ Brothers Bank, FSB (the each, a “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, REMIC III and REMIC IIIIV, respectively). Each Certificate, other than the a Class E, a Class P or Class R Certificate, represents ownership of one or more regular interests in the REMIC III IV for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, REMIC III and REMIC III IV for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in any REMIC I and REMIC IIformed hereby, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, Certificate and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I II shall issue hold as assets the several classes of uncertificated REMIC I Interests Interests, other than the Class R-1 Interest, set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Interests:: LT1-Pool 1 6.50% $119,824,693.25 LT1-AX (1) (1) LT1-PAX (2) (2) LT1-AP 0.00% $ 300,305.00 LT2-Pool 2 8.50% $105,701,686.23 LT2-AX(2) (3) (3) LT2-PAX(2) (4) (4) LT2-AP(2) 0.00% $ 1,443,237.00 LT3-Pool 3 8.50% $ 67,673,065.31 LT3-AX(3) (5) (5) LT3-PAX(3) (6) (6) LT3-AP(3) 0.00% $ 727,597.00 R-1 (7) (7) __________________

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇L▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates. The Depositor and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC IIIIA, REMIC IIB and REMIC III, respectivelyIII (the “Upper Tier REMIC”)). Each Certificate, Underlying REMIC Certificate and each Certificate (other than the Exchange and Exchangeable Certificates and the Class EX, Class P LT-R or Class R Certificate), represents ownership of one or more regular interests in REMIC III for purposes of the REMIC Provisions. Each Exchange and Exchangeable Certificate represents beneficial ownership of one or more regular interests in a REMIC for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests LT-R Certificate represents ownership of the sole class of residual interest in REMIC I for purposes of the Trust Fund but are not interests in any REMIC created hereunderProvisions. The Class R Certificate represents ownership of the sole class of residual interest in REMIC IIIA, REMIC IIIIB and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC IIB, other than the Class R-2B Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC III IIB for purposes of the REMIC Provisions. REMIC I IIB shall hold as its assets all property the several Classes of the Trust Fund other than the uncertificated Lower Tier Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I InterestIIA, other than the Class R-1 R-2A Interest, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC IIA. REMIC IIA shall hold as its assets the several Classes of uncertificated Lower Tier Interests in REMIC I, and each such Lower Tier Interest is hereby designated as a regular interest in REMIC I. REMIC I shall hold as its assets the property of the Trust Fund other than the Lower Tier Interests in REMIC I, REMIC IIA and REMIC IIB. The following table specifies the Class designation, interest rate, and principal amount startup day for each Class REMIC created hereby for purposes of the REMIC I Interests:Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the later (or latest) date provided in the definition of Latest Possible Maturity Date.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor Company and the Master Servicer are entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated July 13, 2005, and a Prospectus Supplement, dated July 22, 2005, of the REMIC ProvisionsCompany (together, the “Prospectus”). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated July 26, 2005. The Trust created hereunder is intended to be the “Trust” described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, R Residual Interests and the Certificates: Class E Distributable Amount, which is beneficially owned by the holder of the Y-1 Regular Variable (2) $ 386,978.55 September 2035 Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Y-2 Regular Variable (3) 44,994.24 September 2035 Class Y-3 Regular Variable (4) 24,455.57 September 2035 Class Z-1 Regular Variable (2) 797,170,699.02 September 2035 Class Z-2 Regular Variable (3) 89,943,488.92 September 2035 Class Z-3 Regular Variable (4) 48,886,676.25 September 2035 Class R-1† Residual 4.850% 100.00 September 2035 † The Class R-1 Interest, Residual Interest is hereby designated as a regular interest in REMIC I. The following table specifies entitled to receive the Class designation, interest rate, applicable Residual Distribution Amount and principal amount for each Class of REMIC I Interests:any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated May 20, 2003, and a Prospectus Supplement, dated May 21, 2003, of the REMIC ProvisionsCompany (together, the “Prospectus”). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated May 23, 2003. The Trust created hereunder is intended to be the “Trust” described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. I Regular Interests, the REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIII Regular Interests, the Class P Distributable AmountR Residual Interests and the Certificates: Certificate Interest Rate (1) Initial Class Principal Balance Class I-A-1-L Regular 5 .500% $66,170,000 .00 June 2033 Class I-A-2-L Regular 5 .750% 2,000,000 .00 June 2033 Class I-A-3-L Regular 5 .250% 2,000,000 .00 June 2033 Class I-A-4-L Regular 5 .500% 54,185,000 .00 June 2033 Class I-A-5-L Regular 5 .500% 4,000,000 .00 June 2033 Class I-A-6-L Regular 5 .750% 2,000,000 .00 June 2033 Class I-A-7-L Regular 5 .250% 2,000,000 .00 June 2033 Class I-A-8-L Regular 5 .500% 3,000,000 .00 June 2033 Class I-A-9-L Regular 6 .000% 1,750,000 .00 June 2033 Class I-A-10-L Regular 5 .500% 1,750,000 .00 June 2033 Class I-A-11-L Regular 5 .250% 3,500,000 .00 June 2033 Class I-A-12-L Regular 5 .500% 4,000,000 .00 June 2033 Class I-A-13-L Regular 5 .500% 4,106,000 .00 June 2033 Class I-A-14-L Regular 5 .500% 6,020,662 .00 June 2033 Class I-A-15-L Regular 5 .500% 43,485,000 .00 June 2033 Class I-A-16-L Regular 5 .500% 10,000,000 .00 June 2033 Class I-A-18-L Regular 5 .500% 99,700,000 .00 June 2033 Class I-A-19-L Regular 5 .500% 2,794,000 .00 June 2033 Class I-A-20-L Regular (2 ) 88,445,133 .00 June 2033 Class I-A-21-L Regular (3 ) 32,161,867 .00 June 2033 Class I-A-22-L Regular 5 .500% 69,894,000 .00 June 2033 Class I-A-23-L Regular 5 .500% 10,000,000 .00 June 2033 Class I-A-24-L Regular 5 .500% 1,039,000 .00 June 2033 Class I-A-26-L Regular 5 .500% 8,649,000 .00 June 2033 Class I-A-27-L Regular 5 .000% 66,170,000 .00 June 2033 Class I-A-28-L Regular 8 .000% 13,234,000 .00 June 2033 Class II-A-L Regular 5 .000% 174,026,128 .00 June 2018 Class III-A-L Regular 5 .500% 51,479,043 .00 June 2033 Class C-X-L Regular 5 .500%(4) ------ June 2033 Class II-X-L Regular 5 .000%(4) ------ June 2018 Class C-P-L Regular (5 ) 1,697,534 .58 June 2033 Class II-P-L Regular (5 ) 1,053,497 .69 June 2018 Class C-B-1-L Regular 5 .500% 9,422,932 .00 June 2033 Class C-B-2-L Regular 5 .500% 3,028,799 .00 June 2033 Class C-B-3-L Regular 5 .500% 2,355,732 .00 June 2033 Class C-B-4-L Regular 5 .500% 1,009,599 .00 June 2033 Class C-B-5-L Regular 5 .500% 1,009,599 .00 June 2033 Class C-B-6-L Regular 5 .500% 1,009,602 .35 June 2033 Class II-B-1-L Regular 5 .000% 1,063,237 .00 June 2018 Class II-B-2-L Regular 5 .000% 354,412 .00 June 2018 Class II-B-3-L Regular 5 .000% 265,809 .00 June 2018 Class II-B-4-L Regular 5 .000% 177,206 .00 June 2018 Class II-B-5-L Regular 5 .000% 88,603 .00 June 2018 Class II-B-6-L Regular 5 .000% 177,207 .55 June 2018 Class R-1+ Residual 5 .000% 100 .00 June 2033 * The Distribution Date in the specified month, which is beneficially owned by the holder of month following the Class P Certificatemonth the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, and the Class E Distributable Amountas applicable) matures. For federal income tax purposes, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) and Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust FundTrust. On the Closing Date, the Depositor Company will acquire the Certificates REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other property constituting than the Class R Certificates) and the Class R-2 Residual Interest from the Trust Fundas consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Depositor Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trustee Trust of the Mortgage Loans and certain other assets, (ii) the other property constituting issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust Fund. All covenants of the REMIC I Regular Interests and agreements made by (iv) the Depositor, the Master Servicer and the Trustee herein with respect issuance to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time Company of the Certificates, such Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interests) representing in the aggregate the entire beneficial interest in REMIC II. The Depositor and the Master Servicer are Company is entering into this Agreement, and the Trustee is and the Delaware Trustee are each accepting the Trust Fund trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, REMIC I, REMIC II, and REMIC III, respectively). Each CertificateThe Certificates issued hereunder, other than the Class EJunior Subordinate Certificates, Class P or Class R Certificatehave been offered for sale pursuant to a Prospectus, represents ownership of one or more regular interests in REMIC III for purposes dated November 21, 2002, and a Prospectus Supplement, dated January 28, 2003, of the REMIC ProvisionsCompany (together, the "Prospectus"). The Class P and Class E Junior Subordinate Certificates will represent interests have been offered for sale pursuant to a Private Placement Memorandum, dated January 30, 2003. The Trust created hereunder is intended to be the "Trust" described in the Trust Fund but Prospectus and the Private Placement Memorandum and the Certificates are not interests in any REMIC created hereunderintended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class R Certificate represents ownership of the sole class of residual interest in REMIC I, REMIC II, Principal Balance and REMIC III Final Maturity Date for purposes of the REMIC Provisions. REMIC I shall hold as assets all property of the Trust Fund other than the Interests in REMIC I and REMIC IIRegular Interests, the Class P Distributable AmountR Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Certificate Initial Class Interest and the Class Type of Interest Principal R-1 Residual Interest Interest Rate (1) Balance Final Maturity Date* ---------------------- -------- ------------ --------------- -------------------- Class Y-1 Regular Variable (2) $ 98,008.76 February 2033 Class Y-2 Regular Variable (3) 264,367.85 February 2033 Class Y-3 Regular Variable (4) 9,407.65 February 2033 Class Y-4 Regular Variable (5) 34,096.06 February 2033 Class Y-5 Regular Variable (6) 94,260.94 February 2033 Class Z-1 Regular Variable (2) 195,919,507.36 February 2033 Class Z-2 Regular Variable (3) 528,472,388.79 February 2033 Class Z-3 Regular Variable (4) 18,805,897.30 February 2033 Class Z-4 Regular Variable (5) 68,158,032.11 February 2033 Class Z-5 Regular Variable (6) 188,428,006.26 February 2033 Class R-1+ Residual 5.151% 100.00 February 2033 * The Distribution Date in the specified month, which is beneficially owned by the holder of month following the Class P Certificatemonth the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, and the Class E Distributable Amountas applicable) matures. For federal income tax purposes, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interest, other than the Class R-1 Interest, is hereby designated as a regular interest in REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC I Regular and Residual Interests:, the "latest possible maturity date" shall be the Final Maturity Date. + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Excess Liquidation Proceeds.

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) ), and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund, Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the CertificatesCertificates and, to the extent provided herein, any NIMS Insurer. The Depositor Depositor, the Trustee and the Master Servicer are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of amounts payable in respect of other than (i) the Class E and Basis Risk Reserve Fund, (ii) the rights to receive Prepayment Premiums distributable to the Class P Certificates, (iii) the Lower Tier Interests and (iv) the Class X Account) be treated for federal income tax purposes as comprising three two real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “REMIC I, 1” and “REMIC II, and REMIC III, respectively2”). Each Certificate, Certificate (other than the Class EC, Class R and Class P or Class R Certificate, Certificates) represents ownership of one or more regular interests in REMIC III 2 for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in In addition, each Offered Certificate represents the Trust Fund but are not interests in any REMIC created hereunderright to receive payments with respect to Excess Interest. The Class R Certificate represents ownership of the sole class Class of residual interest in each of REMIC I, REMIC II, 1 and REMIC III 2 for purposes of the REMIC Provisions. REMIC I 2 shall hold as its assets all property of the Trust Fund other than the Interests in REMIC I and REMIC II, the Class P Distributable Amount, which is beneficially owned by the holder of the Class P Certificate, and the Class E Distributable Amount, which is beneficially owned by the holder of the Class E Certificate. REMIC I shall issue the several classes Classes of uncertificated REMIC I 1 Regular Interests set out below. Each and each such REMIC I Interest, other than the Class R-1 Interest, 1 Regular Interest is hereby designated as a regular interest in REMIC I. 1. REMIC 1 shall hold as its assets the property of the Trust Fund other than (i) the Lower Tier Interests, (ii) the Basis Risk Reserve Fund, (iii) the rights to receive Prepayment Premiums distributable to the Class P Certificates and (iv) the Class X Account. The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table specifies sets forth (or describes) the Class designation, interest rate, and initial principal amount for each Class of REMIC I 1 Interests:. LT1-A1A (1) (2) N/A A1-A LT1-A1B (1) (2) N/A A1-B LT1-A2A (1) (2) N/A A2-A LT1-A2B (1) (2) N/A A2-B LT1-A3A (1) (2) N/A A3-A LT1-A3B (1) (2) N/A A3-B LT1-A4A (1) (2) N/A A4-A LT1-A4B (1) (2) N/A A4-B LT1-A5 (1) (2) N/A A5 LT1-A6A (1) (2) N/A A6-A LT1-A6B (1) (2) N/A A6-B LT1-A6C (1) (2) N/A A6-C LT1-M1 (1) (2) N/A M1 LT1-M2 (1) (2) N/A M2 LT1-M3 (1) (2) N/A M3 LT1-M4 (1) (2) N/A M4 LT1-M5 (1) (2) N/A M5 LT1-M6 (1) (2) N/A M6 LT1-M7 (1) (2) N/A M7 LT1-M8 (1) (2) N/A M8 LT1-M9 (1) (2) N/A M9 LT1-M10 (1) (2) N/A M10 LT1-X (1) (3) N/A N/A LT1-R (4) (4) N/A N/A

PRELIMINARY STATEMENT. The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Brothers Holdings Inc. (the “Seller”) , and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for inclusion in the Trust FundEstate. On the Closing Date, the Depositor will acquire the Certificates from the Trust FundTrust, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust FundEstate. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust FundEstate. All covenants and agreements made by the Seller in the Mortgage Loan Purchase Agreement and by the Depositor, the Master Servicer Servicer, the Servicer, the Securities Administrator and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund Estate are for the benefit of the Holders from time to time of the Certificates. The Depositor Depositor, the Trustee, the Master Servicer, the Servicer and the Master Servicer Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created herebyEstate, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee an election shall elect be made that portions of the Trust Fund (exclusive of amounts payable in respect of the Class E and Class P Certificates) be treated for federal income tax purposes as comprising three four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative, Lower-Tier REMIC I, Lower-Tier REMIC II, REMIC 2 and REMIC III, respectively3 (REMIC 3 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections. Each Certificate, other than the Class E, Class P or Class R CertificateCertificates, represents ownership of one or more a regular interests interest in the Upper Tier REMIC III for purposes of the REMIC Provisions. The Class P and Class E Certificates will represent interests in the Trust Fund but are not interests in any REMIC created hereunder. The Class R Certificate represents ownership of the sole class Class of residual interest in each REMIC Ifor purposes of the REMIC Provisions. The Upper Tier REMIC shall hold as its assets the several uncertificated interests in REMIC 2, REMIC IIother than the LT2-R Interest, and each such interest is hereby designated as a regular interest in REMIC III 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the several Classes of uncertificated interests in Lower-Tier REMIC I and Lower-Tier REMIC II, other than the LT-RI and LTR-II Interests, and each such interest is hereby designated as a regular interest in Lower-Tier REMIC I or Lower-Tier REMIC II, as applicable, for purposes of the REMIC Provisions. Lower-Tier REMIC I shall hold as its assets all property the Pool I Mortgage Loans and any related assets and Lower Tier REMIC II shall hold as assets the Pool II Mortgage Loans and related assets. 217412 HomeBanc 2007-1 Pooling and Servicing Agreement The startup day for each REMIC created hereby for purposes of the Trust Fund other than REMIC Provisions is the Interests in Closing Date. In addition, for purposes of the REMIC I and REMIC IIProvisions, the Class P Distributable Amountlatest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date. The following table sets forth (or describes) the designation, which is beneficially owned by the holder of the Class P Certificateinterest rate, and the Class E Distributable Amountinitial principal balance for each interest in Lower-Tier REMIC I, which is beneficially owned by the holder each of the Class E Certificate. REMIC I shall issue the several classes of uncertificated REMIC I Interests set out below. Each such REMIC I Interestwhich, other than the Class R-1 LT-RI Interest, is hereby designated as a regular interest in (each, a “REMIC I. The following table specifies the Class designation, interest rate, and principal amount for each Class of REMIC LT-I Interests:Regular Interest).